Xander Resources Announces Issuance of Shares Pursuant to Option Agreement Amendment

Xander Resources Announces Issuance of Shares

Pursuant to Option Agreement Amendment

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia / January 26, 2024 – Xander Resources Inc. (“Xander” or the

“Company”) (TSXV: XND) (OTCQB: XNDRF) (FSX: 1XI) announces that it has received approval

from the TSX Venture Exchange (the “Exchange”) to the amendment (the “Amended Agreement”) to its

mineral property option agreement dated October 20, 2021 and October 13, 2022 entered into with the

Optionors with respect to the CNC Timmins Property located in Timmins, Ontario , as announced on

January 15, 2024.

The Company is proceeding with the issuance of 20,000,000 common shares (the “ Shares”) at a deemed

price of $0.01 per Share, representing a total deemed value of $200,000, to the Optionors in connection

with the Amended Agreement.

The Shares are subject to a statutory hold period of four months plus a day from the date of issuance in

accordance with applicable securities legislation and the Exchange Hold Period.

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 cl ose 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.

The securities to be issued pursuant to the Offering have not been, and will not be, registered under the

U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and

may not be offered or sold in the United St ates or to, or for the account or benefit of, United States

persons absent registration or any applicable exemption from the registration requirements of the U.S.

Securities Act and applicable U.S. state securities laws. This news release will not constitute an offer to

sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these

securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.