Xander Resources Announces Non-Brokered Private Placement

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

Xander Resources Announces Non-Brokered Private Placement

Vancouver, British Columbia / February 4, 2025 – Xander Resources Inc. (“Xander” or the

“Company”) (TSXV: XND) (FSX: 1XI) announces that, further to its news release of February 3, 2025,

and subject to the approval of the TSX Venture Exchange (the “Exchange”), it intends to complete a non-

brokered private placement of up to 5,263,158 units (each a “Unit”) at $0.19 per Unit for gross proceeds of

up to $ 1,000,000 (the “ Offering”). The Offering of Units is in addition to the Company’s non -brokered

private placement of common shares (each a “ Share”) being conducted under the listed issuer financing

exemption as per Part 5A of National Instrument 45-106 - Prospectus Exemptions.

Each Unit will consist of one Share in the capital of the Company and one common share purchase warrant

(a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0. 25

for a period of three (3) years from the closing (the “Closing Date”) of the Offering. The Company intends

to use the proceeds for general working capital.

Finders’ fees may be paid to qualified parties in connection with the Offering pursuant to the Policies of

the Exchange. The Company intends to use the net proceeds of the Offering exploration activities and for

general corporate and working capital purposes.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four months from

the Closing Date and the Exchange Hold Period in accordance with applicable securities legislation.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the

account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the

U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an

offer to buy nor shall there be any sale of the securities in the Unite d States or in any other jurisdiction in

which such offer, solicitation or sale would be unlawful.

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.

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.