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XPLR.V ·

Xplore Receives Approval on Stock Option Plan

Permits & Approvals Share Capital & Compensation

Xplore Receives Approval on Stock Option

Plan

Toronto, Ontario--(Newsfile Corp. - December 23, 2022) -

Xplore Resources Corp

.

(TSXV: XPLR)

(

"Xplore"

or the

"Company"

), announces receipt of approval from the TSX Venture Exchange for its

new stock option plan (the "Plan"), implemented on August 8, 2022 by the board of directors and

approved by shareholders at the Company's last annual general and special meeting of shareholders

(the "Meeting") held November 29, 2022.

The maximum number of common shares which may be issued under the Plan and which may be

reserved for issuance is 10% of the Company's issued and outstanding share capital at the date of

grant. The Plan has a "rolling" limit, as the number of shares reserved for issuance pursuant to the grant

of stock options will automatically increase as the Company's issued and outstanding share capital

increases.

The Plan is subject to annual approval of shareholders, and a copy may be found appended

to the Company's information circular pertaining to the Meeting, which is available under the Company's

profile on SEDAR.

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.

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.

###

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

https://www.newsfilecorp.com/release/149401