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XPLR.V ·

Xplore Announces Earn-In Option Agreement on Pringle Lake Property, Red Lake Mining District, Ontario

Mergers & Acquisitions Property Options & Staking

Xplore Announces Earn-In Option Agreement

on Pringle Lake Property, Red Lake Mining

District, Ontario

Toronto, Ontario--(Newsfile Corp. - March 11, 2021) -

Xplore Resources Corp

.

(TSXV: XPLR)

(

"Xplore

or "the Company"

), is pleased to announce that it has entered into an Option Agreement (the

"

Agreement"

) with 1544230 Ontario Inc. and Gravel Ridge Resources Inc. (together the

"Vendors"

) to

earn a 100% ownership interest in the 78 cell (1,560 Ha) Pringle Lake Property (

"Pringle Lake"

)

located in the Red Lake Mining Division, ON., Canada.

Summary of the terms of the proposed transaction:

Under the terms of the Agreement, Xplore will acquire a 100% ownership interest in Pringle Lake by

completing the following:

The Company obtaining all necessary approvals from the TSX Venture Exchange (the

"TSX.V"

);

and

Making a cash payment of C$18,000 to the Vendor on signing of the Agreement (completed); and

Issuing to the Vendors 90,000 shares of XPLR within five (5) days of TSX-V approval of the

Agreement (the

"Closing Date"

); and

Making a cash payment of C$24,000 and issuing 120,000 shares of XPLR on or before the 12-

month anniversary of the Closing Date; and

Making a cash payment of C$30,000 on or before the 24-month anniversary of the Closing Date;

and

Making a final cash payment to the Vendors of C$30,000 on or before the 36-month anniversary of

the Closing Date.

On completion of the above noted cash payments and share issuances, Xplore will have earned a 100%

interest in the Pringle Lake Property and the Vendors would retain a 1.5% net smelter return royalty

(

"NSR"

) on all future metal production. The Company may purchase one half of the NSR for C$600,000.

The transaction and the issuance of the shares contemplated by the Agreement are subject to the

acceptance of the TSX.V. Any securities issued will be subject to applicable statutory hold periods for a

period of four months from the date of issuance.

Wes Hanson, P.Geo., President and CEO of Xplore Resources, notes,

"The Pringle Lake Property is

situated along the South Arm structural trend, highlighted in the

"2020-2021 Recommendations for

Mineral Exploration ~ Ontario"

report published by the Ministry of Energy, Northern Development

and Mines of Ontario. Interpretation of historical seismic data suggests potential for a deep tapping

seismic structure in the vicinity of the South Arm of Berens Lake. Similar deep tapping seismic

structures have been identified proximal to both the Dixie Project and the Red Lake gold mine,

approximately 50 kms to the south. Regional scale mapping in 2007 identified favourable host rocks

within the claims and shearing along the interpreted trace of this third, unexplored, deep tapping

seismic system. We believe that the Pringle Lake property represents an exciting, early-stage

exploration opportunity in a world class gold mining district with demonstrated discovery potential. We

are currently evaluating options to evaluate both Pringle Lake and our recently acquired Upper Red

Lake Property which is located in the same Mining District."

Figure 1.0 - Location Map - Pringle Lake Claim Group

To view an enhanced version of this graphic, please visit:

https://orders.newsfilecorp.com/files/7519/76876_e9a62df8e4156a4c_002full.jpg

About Xplore Resources (TSXV: XPLR)

Xplore Resources is a Toronto based mining exploration company listed on the TSX Venture Exchange

under symbol XPLR and is focused on the acquisition and development of copper and gold projects in

the Americas. The Company is led by a highly experienced management team and is comprised of

industry experts with executive and senior management experience in geology, banking, private equity,

investor relations and law.

Valk Project

Xplore's 100% owned Valk copper-gold project (1,614 Ha) is located in the Nanaimo Mining Division,

British Columbia, approximately 20 Km NW of Port Hardy. The Project is road accessible via an

extensive network of provincial highways, local roads, and logging roads. Soil geochemistry and surface

rock sampling have identified anomalous copper, vanadium, and gold mineralization within rocks of the

Karmutsen Formation. Valk is located 25 km north of the former Island Copper Mine (reported historical

production 367 Mt @ 0.33% Cu - Ref. BC Minfile 092L 158) and the North Island Copper and Gold

Project (Indicated resource of 304 Mt @ 0.21% Cu - Ref. BC Minfile 092L 240).

Qualified Persons

Mr. Wes Hanson, P. Geo., President & CEO of Xplore and registered in the Provinces of Ontario is the

"Qualified Person" under

National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI

43-101")

and is responsible for the technical contents of this news release and has approved the

disclosure of the technical information contained herein.

ON BEHALF OF THE BOARD

"Wesley C. Hanson"

President & CEO

For further information, please contact:

Phone: +1 647-362-9675

Email:

[email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS

THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS

RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED OR

SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH

REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

1933 ACT.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE

PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE

CONTENTS OF THIS PRESS RELEASE.

Notice on forward-looking statements:

Information set forth in this news release contains forward-looking statements. These statements

reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees

of future performance. Xplore cautions that all forward-looking statements are inherently uncertain,

and that actual performance may be affected by a number of material factors, many of which are

beyond Xplore's control. Such factors include, among other things: risks and uncertainties relating to

Xplore's ability to complete the proposed Transaction; and other risks and uncertainties, including

those to be described in the Filing Statement to be filed by Xplore on

SEDAR.com

. Accordingly,

actual, and future events, conditions and results may differ materially from the estimates, beliefs,

intentions, and expectations expressed or implied in the forward-looking information. Except as

required under applicable securities legislation, Xplore undertakes no obligation to publicly update or

revise forward-looking information.

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

UNITED STATES.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/76876