Xander Resources Announces Closing of Oversubscribed Non-Brokered Private Placement, Option Cancellations, Option Grants and Board Changes
Xander Resources Announces Closing of Oversubscribed Non-Brokered Private
Placement, Option Cancellations, Option Grants and Board Changes
Vancouver, British Columbia / May 3, 2022 – Xander Resources In c. (“Xander” or the “Company”)
(TSXV: XND) (OTCQB: XNDRF) (FSX: 1XI) is pleased to announce that, subject to the approval of the
TSX Venture Exchange (the “Exchange”), it has closed its oversubscribed, non-brokered private placement
(the “Private Placement”) issuing an aggregate of 30,903,770 units (the “ Units”) at $0.07 per Unit for
gross proceeds of $2,163,263.87 a nd 6,500,000 national flow-through units (the “FT Units”) at $0.08 per
FT Unit for gross proceeds of $520,000 for total proceeds of $2,683,263.87 raised in the Private Placement.
The Company is pleased to announc e that Stan Bharti subscribed for 500,000 Units of the Private
Placement. Mr. Bharti is considered one of the leading strategi c investors in the junior mining sector, and
tthrough his affiliation with Forbes & Manhattan Inc. (www.forbesmanhattan.com) has built an impressive
track record of success over the past 15 years, including:
Desert Sun Mining, Jacobina Mine in Brazil, starting with $5 mi llion in seed capital and sold to
Yamana Gold Inc. for $580 millio n in 2006 (share price increase d from $1.46/share to over
$5.50/share);
Avion Gold, acquired for $20 million in 2008 and sold to Endeav our for $389 million in 2012
(share price increased from $0.38/share to $0.88/share);
Crocodile Gold acquired out of bankruptcy in 2009 for $40 million and sold for over $200 million
to a private hedge fund in 2011 (share price increased from $0.25/share to $0.62/share); and
Sulliden Gold, invested at $0.45/share in 2009 and sold at $1.12/share in 2014.
Deepak Varshney, President and CEO of the Company commented: “We are thrilled to have Stan as a key
strategic and cornerstone shareholder of our Company. Stan is a well-respected leader in the resource sector
and supports our vision for Xander. His experience will be invaluable to our Company as we move forward
and this partnership will help accelerate the exploration and development of our properties in a meaningful
way.”
Private Placement
In aggregate, 30,903,770 units at $0.07 per Unit were issued fo r gross proceeds of $2,163,263.87 and
6,500,000 FT Units were issued at $0.08 per FT Unit for gross p roceeds of $520,000 for total proceeds of
$2,683,263.87 raised in the Private Placement.
Each Unit consists of one common share of the Company (a “Share”) and one transferable common share
purchase warrant (a “Warrant”) exercisable at $0.10 per Share for a period of three (3) years from the date
of closing (the “Expiry Date”).
Each FT Unit consists of one flow-through common share of the C ompany and one transferable Warrant
exercisable at a price of $0.10 per Share until the Expiry Date.
The net proceeds from the Privat e Placement will be used for ex ploration at Xander’s Timmins Nickel
Project (the “Nickel Property”) and general working capital.
In connection with the Private Placement, the Company paid finder’s fees of (i) $1,396.50 cash and 19,950
non-transferable finder’s warrants (the “Finder’s Warrants”) to Research Capital Corporation; $17,499.65
cash and 249,995 Finder’s Warrants to GloRes Securities Inc.; a nd (iii) $189,017.99 cash and 2,911,000
broker’s warrant (the “Broker’s Warrants”) to IBK Capital Corp.
Each Finder’s Warrant is exercisable into Shares of the Company at prices of $0.07 and $0.10 per Share
until the Expiry Date. Each Broker’s Warrant is exercisable to purchase one unit (a “Broker Unit”) at an
exercise price of $0.07 per Broker Unit until the Expiry Date. Each Broker Unit consists of one Share and
one non-transferable Warrant exe rcisable to purchase one Share of the Company at $0.10 per Share until
the Expiry Date.
James H. Hirst, a director of the Company purchased 100,000 Uni ts and Dwayne Yaretz, Corporate
Secretary and a director of the Company purchased 150,000 Units in the Private Placement. As a result,
the Private Placement is consider ed a related party transaction (as defined under Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company is
relying on section 5.5(a) and 5.7(a) as neither the fair market value of the subject matter of, nor the fair
market value of the considerati on for, the Private Placement wi ll exceed 25 percent of the Company’s
market capitalization (calculated in accordance with MI 61-101).
All securities issued in the Private Placement are subject to the Exchange hold period plus a hold period of
four months and one day expiring on August 30, 2022.
Option Cancellations
The Company also announces that it has cancelled an aggregate o f 250,000 incentive stock options
previously granted to certain consultants on September 28, 2020 and October 13, 2021 at exercise prices of
$0.13 and $0.26 per Share.
Option Grants
The Company also announces that it has granted incentive stock options to purchase a total of 4,490,377
Shares at an exercise price of $0.07 per Share for a period of five years to certain directors, officers and
consultants in accordance with the provisions of its stock option plan.
Board Changes
The Company is also pleased to announce the appointment of Dr. Andreas Rompel as a member of the
board of directors of the Company, effective May 4, 2022.
With over 30 years in the industry, Dr. Rompel has gained a wealth of experience in the industry as a Team
Leader, Shaft Geologist, Divisional/Chief Geologist, Exploratio n Manager, Project Manager, Country
Manager, Head of Department, Corporate Business Development Man ager, Director, Vice President
Exploration and more recently as the CEO of Q Gold Resources an d Executive Chairman of Jourdan
resources. Andy, as he known, has worked in a variety of commod ities, ranging from Gold to PGE’s and
Silver on the precious metal side, Copper and Nickel (base metals), to iron ore and thermal and coking coal
(bulk commodities) and more recently in Cobalt and Lithium (bat tery raw materials). As part of a multi-
disciplinary team, he has assessed and technically reviewed cap ital projects within Anglo American for
more than 10 years, and has been on the board of Spectrem (an A nglo-American Company) as Technical
Director. Before joining the Vancouver-based Cobalt Power Grou p as President & CEO, he investigated
new business opportunities worldw ide for Hochschild Mining plc. Currently he holds the position of
Executive Chairman for Jourdan Resources, and CEO and Vice Pres ident Exploration for Q Gold
Resources.
Concurrent with the appointment of Dr. Rompel, James H. Hirst w ill step down as a member of the board
of directors. The Company wishes to thank Mr. Hirst for his contributions to the Company and wishes him
well in his future endeavors.
About Xander Resources Inc.
Xander Resources Inc. is a Canadian mineral acquisition and exp loration company based in Vancouver,
BC, Canada focused on developing accretive gold and battery met al 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 deposi ts and is currently focused on deposits
located in Val-d’Or, Quebec, including the Senneville Claim Group which comprises over 100 sq. km and
is contiguous in the south to Probe Metals’ new discovery, and contiguous in the north to Monarch Mining,
in close proximity to Eldorado Gold’s (formerly QMX Gold) proje cts, and east of the North American
Lithium Deposit, Great Thunder Gold‘s Chubb Lithium property and East of the Sayona Quebec's Authier
Lithium Deposit, all in the Val-d’Or Mining Camp, plus its newl y acquired nickel-sulphide project in
Timmins, Ontario near Canada Nickel’s MacDiarmid and Crawford Projects.
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.
Forward-looking statements:
This news release includes "forward-looking information" under applicable Canadian securities legislation
including, but not limited to, the anticipated closin g of the Transaction and private placement. Such
forward-looking information reflects management's current beliefs and are based on a number of estimates
and assumptions made by and information currently av ailable to the Company that, while considered
reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those expressed or implied by such forward-
looking information. Readers are cautioned that such forward-looking information are neither promises
nor guarantees, and are subject to known and unknown risks and uncertainties including, but not limited
to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity
and capital markets, lack of available capital, actual results of exploration activities, environmental risks,
future prices of base and other me tals, operating risks, accidents, l abour issues, delays in obtaining
governmental approvals and permits, and other risks in the mining industry. There are no assurances that
the Company will successfully co mplete the Transaction and the private placement on the terms
contemplated or at all. All forward-looking information contained in this news release is qualified by these
cautionary statements and those in our continu ous disclosure filings available on SEDAR at
www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information.
The Company disclaims any intention or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, except as required by law.
The Company is presently an exploration stage company . Exploration is highly speculative in nature,
involves many risks, requires substantial expenditu res, and may not result in the discovery of mineral
deposits that can be mined profitably. Furthermo re, the Company currently has no reserves on any of its
properties. As a result, there can be no assurance that such forward-looking statements will prove to be
accurate, and actual results and fu ture events could differ materially from those anticipated in such
statements.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities laws of any state of the United States, and
may not be offered or sold withi n the United States or to, or f or the account or benefit of, U.S. persons (as such term is
defined in Regulation S under the U.S. Securities Act) or perso ns in the United States unless registered under the U.S.
Securities Act and any other applicable securities laws of the United States or an exemption from such registration
requirements is available.
This press release does not cons titute an offer to sell or a so licitation of an offer to buy any of these securities within an y
jurisdiction, including the United States. Any public offering of securities in the United States must be made by means of
a prospectus containing detailed information about the company and management, as well as financial statements.