Xander Resources Announces Proposed Option and Warrant Amendments

Vancouver, British Columbia / December 17, 2024 – Xander Resources Inc. (“Xander” or the “Company”) (TSXV: XND) (FSX: 1XI) announces that it intends to re-price 350,000 common share purchase warrants (the “Warrants”) issued by the Company pursuant to a private placement that closed on June 7, 2024 (the “Warrant Amendments”) from $0.70 per common share (the “Shares”) to $0.26 per Share, being the 10-day volume weighted average price of the Company’s Shares.

In accordance with the policies of the TSX Venture Exchange (the “Exchange”), the Warrants will be amended to include accelerated expiry provisions which provide that, if the market price of the Company’s Shares is $0.325 or higher, being 25% of the amended exercise price of $0.26, for ten (10) consecutive trading days (the “Premium Trading Days”), the Warrants will expire in 30 days of the Company providing notice of the acceleration, with such notice being no more than seven (7) days after the tenth Premium Trading Day.

Additionally, the Company wishes to reprice an aggregate of 72,500 incentive stock options (“Options”) previously granted to a consultant on June 1, 2024 from $0.55 per Share to $0.26 per Share (the “Option Repricing”).

Insiders of the Company do not hold any Warrants or Options being considered for repricing.

The Warrant Amendments and Option Amendments are subject to approval by the Exchange.

About Xander Resources Inc.

Xander is a Canadian mineral acquisition and exploration company based in Vancouver, B.C., Canada, focused on developing accretive gold and battery metal properties within Canada. The Company currently has a focus on projects located within the provinces of Ontario and Quebec. Xander is exploring for commercially exploitable mineral deposits and is currently focused on deposits located in Val d’Or, Que., including the Senneville claim group, which comprises over 100 square kilometres and is contiguous in the south to Probe Metals’ new discovery and contiguous in the north to Monarch Mining, in close proximity to the Crawford project.

ON BEHALF OF THE BOARD OF DIRECTORS

Deepak Varshney, P.Geo., President and CEO

For more information, please email [email protected], or visit www.xanderresources.ca.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.