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XPLR.V ·

Xplore Resources Announces Final Tranche of Non-Brokered Private Placement

Financings

Xplore Resources Announces Final Tranche of

Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - January 2, 2024) -

Xplore Resources Corp

.

(TSXV:

XPLR)

("

Xplore

" or the "

Company

") announces that it has closed the second and final tranche of its

previously announced private placement (the "

Placement

") through the issuance of 4,250,000 units at

an issue price of $0.10 per unit for gross proceeds of $425,000 (the "

Second Tranche

"). Each unit

consists of one common share of the Company (a "

Share

") and one non-transferable share purchase

warrant, each warrant exercisable to acquire one additional Share for a period of two years from the

date of issue at a price of $0.15 per Share. Together with the first tranche of the Placement (which was

completed on December 21, 2023), an aggregate of 11,780,000 units were issued for aggregate gross

proceeds of $1,178,000.

Net proceeds raised under the Second Tranche will be used for general working capital.

The Shares and warrants comprising the units sold under the Second Tranche, and any Shares issuable

pursuant to the exercise of the warrants are subject to a hold period and may not be traded until May 3,

2024, except as permitted by applicable securities legislation and the rules and policies of the TSX

Venture Exchange.

About Xplore Resources

Xplore Resources is a mining exploration company listed on the TSX Venture Exchange under symbol

XPLR and is focused on the acquisition and exploration of grass roots lithium properties in Canada and

Brazil. The Company is led by a highly experienced management team comprised of industry experts

with executive and senior management experience in geology, banking, private equity, investor relations

and law.

Lithium Properties

The Company is earning a 100% interest in the Surge (~3400 ha) and Perrigo Lake (~3300 ha) lithium

properties, both situated in northwestern ON, approximately 100 kms north of Sioux Lookout ON. The

Surge property lies along the regional scale Pakwash-Lake St. Joseph Fault, approximately 2.0 kms

east of the Root Bay lithium discovery. The Perrigo property is located west of the Allison Lake batholith

considered to be "the largest fertile peraluminous granite mass in northwestern Ontario."

The Company, through its wholly owned Brazilian subsidiary, holds a 100% interest in the Energia

(~4500 ha) and Borborema (~9100 ha) lithium properties in Brazil. The Energia claims are situated in

the state of Minas Gerais, the center of Brazil's rapidly evolving lithium production. The Borborema

claims are situated in the state of Rio Grade de Norte in northeastern Brazil, in a Borborema pegmatite

field, a historically significant producer of tantalum prior to 1980.

For further information, please contact:

ON BEHALF OF THE BOARD

Dominic Verdejo, Chief Executive Officer

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

Cautionary Note regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts are "forward-looking information"

or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of

applicable Canadian securities legislation and the United States Private Securities Litigation Reform

Act of 1995. Forward-Looking Information includes, but is not limited to the use of proceeds raised under

the Second Tranche of the Placement. The words "anticipate," "significant," "expect," "may," "will" and

similar expressions are intended to be among the statements that identify Forward-Looking Information.

Forward-Looking Information is subject to known and unknown risks, uncertainties and other factors that

may cause actual results to differ materially from those implied by the forward-looking information. In

preparing the Forward-Looking Information in this news release, the Company has applied several

material assumptions, including, but not limited to, assumptions that general business and economic

conditions will not change in a materially adverse manner; that all requisite approvals will be received

and all requisite information will be available in a timely manner.

Factors that may cause actual results to

vary materially include, but are not limited to, inaccurate assumptions concerning the exploration for and

development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties,

risks related to unforeseen delays; general economic, market or business conditions, regulatory

changes; timeliness of regulatory approvals, the risks of obtaining necessary licenses and permits,

changes in general economic conditions or conditions in the financial markets and the inability to raise

additional financing. Readers are cautioned not to place undue reliance on this Forward-Looking

Information. The Company does not assume the obligation to revise or update this Forward-Looking

Information after the date of this release or to revise such information to reflect the occurrence of future

unanticipated events, except as may be required under applicable securities laws.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

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

https://www.newsfilecorp.com/release/192980