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. 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. 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.

The transaction is expected to close in the first 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.

A.G.P./Alliance Global Partners is serving as exclusive financial advisor to Conduit and 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 $15,000. VStock Transfer, LLC acted as transfer agent to Murphy Canyon Acquisition Corp.