Conduit Pharmaceuticals Limited entered into a definitive Business Combination Agreement to acquire Murphy Canyon Acquisition Corp. (NasdaqGM:MURF) from Murphy Canyon Acquisition Sponsor, LLC and others for approximately $660 million in a reverse merger agreement on November 8, 2022. Murphy Canyon shall issue and deliver to the shareholders of Conduit an aggregate number of shares of Murphy Canyon?s common stock with an aggregate value equal to $650 million, with each share valued at $10.00 per share. The combined company is anticipated to have an estimated pro forma enterprise valuation of approximately $700.49 million. 13,979,000 warrants (Public Warrants and Private Warrants) are issued and outstanding, Each warrant will be exercisable for a period of five years after the completion of the Business Combination and will have an exercise price of $11.50 per share, subject to adjustments. As on September 13, 2023, St George Street Capital sold 78 of the ordinary shares of Conduit to Nirland Limited, as a result, St George Street is anticipated to hold approximately 4,749,313 shares of New Conduit common stock following the Business Combination, which is anticipated to be approximately 7.3% of the issued and outstanding shares of common stock of New Conduit. A private placement transaction shall be conducted by Murphy Canyon contemporaneously with the Business Combination (the ?PIPE Financing?), pursuant to which Murphy Canyon has entered into subscription agreements providing for aggregate investments in Murphy Canyon?s securities of $27 million. As on September 13, 2023, Murphy Canyon entered into a Subscription Agreement, pursuant to which, Nirland Limited has agreed to purchase $20 million (the ?Private Placement?) units of Murphy Canyon. Accordingly, the aggregate amount of the Private Placement will be $20 million (instead of the previously disclosed $27 million). The PIPE Investment is expected to close in connection with the business combination and is subject to the satisfaction of other customary closing conditions and a NASDAQ listing. After the closing of the Transactions and assuming no redemptions by Murphy?s public stockholders, existing Conduit shareholders will retain 100% of their equity ownership and will own approximately 76.48% of the pro forma combined company. The Company is expected to be renamed Conduit Pharmaceuticals Inc. at the closing of the Business Combination and is anticipated to be listed on NASDAQ under ticker symbol ?CDT?. The combined company will continue to operate under the Conduit management team, led by David Tapolczay, Chief Executive Officer, and Freda Lewis-Hall, Chair of the Board of Directors.

The Transactions, which have been unanimously approved by the boards of directors of both Conduit and Murphy, are subject to, among other customary closing conditions, the HSR Act shall have expired or been terminated, the Registration Statement shall have been declared effective, the shares of Murphy Common Stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, the Ancillary Agreements shall have been executed and delivered by all parties, Murphy to have less than $5,000,001 of net tangible assets, approval by the stockholders of Murphy, and the shareholders of Conduit. A Special Meeting of stockholders of Murphy Canyon Acquisition Corp, will be held on January 26, 2023 to vote on proposals including a proposal to amend the Company?s Certificate of Incorporation to extend the date by which the Company has to consummate a business combination on a month-to-month basis up to twelve (12) times each such extension for an additional one (1) month period from February 7, 2023, to February 7, 2024. As of February 1, 2023, Stockholders approved the proposal to amend the Murphy Canyon Acquisition Corp. amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination. As of May 11, 2023, Murphy Canyon Acquisition Corp. and Conduit Pharmaceuticals entered into a second amendment to the merger agreement to provide for (i) removal of the provision that indicates that no tax opinion would be delivered in connection with the closing of the Conduit Business Combination, (ii) a closing obligation that that the Company either (a) be exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended, other than through its net tangible assets or (b) have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Conduit Business Combination, and (iii) the extension of the outside date for the closing of the Conduit Business Combination from May 31, 2023, to February 7, 2024. As per filling on August 11, 2023, Murphy Canyon Acquisition announce that its proxy statement/registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission was declared effective by the SEC. The special meeting of stockholders of Murphy Canyon which was originally scheduled for September 7, 2023, has been postponed to 10:00 a.m., Eastern Time, on Wednesday, September 13, 2023. The special meeting of stockholders of Murphy Canyon which was originally scheduled for September 13, 2023, has been postponed to September 20, 2023. The transaction is expected to close in the first quarter of 2023. As per filling on August 16, 2023, The transaction is expected to close in the third quarter of 2023. Cash proceeds from the transaction are expected to consist of up to approximately $136.04 million of cash held in Murphy?s trust account and approximately $27 million attributable to a private investment anchored by new and existing investors of Conduit. As of September 20, 2023, Murphy Canyon's stockholders voted in favor of the proposed business combination with Conduit Pharmaceuticals Limited and the related proposals. As of September 20, 2023, the transaction is expected to close on September 21, 2023.

A.G.P./Alliance Global Partners is serving as exclusive financial advisor to Conduit and will receive a fee of $6.5 million; and acted as financial advisor to Murphy. Faith Charles, Todd Mason and Corby Baumann of Thompson Hine LLP is serving as legal advisor to Conduit and Darrin Ocasio, Arthur Marcus and Avital Perlman of Sichenzia Ross Ference LLP is serving as legal advisor to Murphy. Murphy Canyon Acquisition Corp. has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting for a service fee of approximately $25,000. VStock Transfer, LLC acted as transfer agent to Murphy Canyon Acquisition Corp. ValueScope was retained by MURF to provide its opinion as to the fairness and will receive a fee of $32,000 from a financial point of view, to the stockholders of MURF regarding the Business Combination. Ogier (Cayman) LLP acted as legal advisor to Conduit Pharmaceuticals.

Conduit Pharmaceuticals Limited completed the acquisition of Murphy Canyon Acquisition Corp. (NasdaqGM:MURF) from Murphy Canyon Acquisition Sponsor, LLC and others in a reverse merger agreement on September 22, 2023. Conduit expects to commence trading on September 25, 2023 on The Nasdaq Capital Market.