Xander Resources Announces Share Consolidation, Name Change, Non- Brokered Private Placement, and Amendment to Option Agreement
Xander Resources Announces Share Consolidation, Name Change, Non-
Brokered Private Placement, and Amendment to Option Agreement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Vancouver, British Columbia / January 15 , 2023 – Xander Resources Inc. (“Xander” or the
“Company”) (TSXV: XND) (OTCQB: XNDRF) (FSX: 1XI) announces its intention to consolidate its
outstanding common shares on the basis of ten (10) existing common shares for one (1) new common share
of the Company (the “Consolidation”).
The company's present issued and outstanding capital of 112,720,123 common shares will be reduced to
approximately 11,272,012 common shares after the proposed consolidation. No fractional shares will be
issued pursuant to the consolidation. Any fractional shares will be rounded to the nearest whole number of
common shares.
Once the Company has received the required approvals, registered shareholders of the company will receive
a transmittal letter from the company's registrar and transfer agent with instructions on how to exchange
their preconsolidated shares for postconsolidated shares.
The company will be obtaining new CUSIP and ISIN numbers for the share consolidation. The record date
and effective date of the share consolidation, and the new CUSIP and ISIN numbers, will be disclosed in a
subsequent news release.
The Consolidation is subject to final approval from the TSX Venture Exchange.
Notwithstanding the foregoing, the board of directors may, at its discretion, determine to amend the terms
or to not to move forward with the share consolidation.
Concurrently with the Consolidation, t he Company also announces its intention to change its name and
trading symbol. The new name and trading symbol will be provided in a subsequent release prior to
completing the Consolidation.
Concurrently with the Consolidation, the Company also intends to launch a non-brokered private placement
offering (the "Offering") of up to 20,000,000 post-consolidation units ("Units") at a price of $0.05 per Unit
for gross proceeds of up to $1,000,000. E ach Unit will consist of one fully paid common share and one
common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to acquire an
additional common share at a price of $0.10 for a period of 2 years.
Finder’s fees may be paid to qualified parties in accordance with applicable securities laws. The net
proceeds from the Private Placement will be used for general working capital and exploration at the
Company’s properties. All securities issued in connection with the Private Placement will be 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.
The closing of the Offering may occur in one or more tranches and is subject to receipt of all necessary
regulatory approvals.
The Company also announces that it has entered into an amendment (the “Amended Agreement”) to its
mineral property option agreement dated October 20, 2021 (Agreement “A”) and October 13, 2022
(Agreement “B”) with the Optionors with respect to the CNC Timmins Property located in Timmins,
Ontario.
The parties have agreed to amend Agreement ‘A’ as following: (i) amend the payment owing to the
Optionors from $100,000 cash and 900,000 preconsolidated common shares (the “Shares”) of the Company
to 20,000,000 preconsolidated Shares at a deemed value of $100,000 based on the maximum discounted
market price of $0.005 per Share, and (ii) extend the period of the work expenditures to be completed from
two (2) years to four (4) years and by a further $500,000 to be completed by the end of the fourth year.
The parties have agreed to amend Agreement ‘B’ as following: (a) extend the dates of the payments owed
from the date of 6, 12, 18, and 24 months from the date of the agreement to 24, 30, 36, and 42 months from
the date of the agreement.
The Amended Agreement and the issuance of the Shares pursuant to the Amended Agreement are subject
to the approval of the TSX Venture Exchange (the “Exchange”). Additionally, the Shares issued in
connection with the Amended Agreement will be 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 o f 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.
We seek Safe Harbor
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 may include "forward -looking information" under applicable Canadian securities
legislation. Such forward -looking information reflects management's current beliefs and are based on a
number of estimates and/or assumptions made by and information currently available to the Company that,
while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that
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, comp etitive, 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 metals, operating risks, accidents, labour issues, delays
in obtaining governmental approvals and permits, and other risks in the mining industry.
The Company is presently an exploration stage company. Exploration is highly speculative in nature,
involves many risks, requires substantial expenditures, and may not result in the discovery of mineral
deposits that can be mined profitably. Furthermore, t he 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 future events could differ materially from those anticipated in such
statements.
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 States 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 constitu te 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.