XPLR.V · 2024-06-26 12:00:00

Xplore Resources Completes Assignment of Option

Corporate Updates

VANCOUVER, BC, June 26, 2024 – Xplore Resources Corp . (TSX-V: XPLR) (“Xplore” or the

“Company”) announces that, further to its news release of June 6, 2024, it has received TSX Venture

Exchange (“TSXV”) acceptance of and has completed an assi gnment agreement dated May 30, 2024 (the

“Assignment Agreement”), with Lithium One Metals Inc. (“ LONE”), Bounty Gold Corp. (“ Bounty”),

and Last Resort Resources Ltd. (“ Last Resort” together with Bounty, the “Optionors”), whereby LONE

has assigned and transferred to the Company all of its rights, titles, benefits, and interest in, to, and under

an option agreement dated December 20, 2022, between LONE and the Optionors (the “ Option

Agreement”).

Under the terms of the Assignment Agreement, LONE has assigned and transferred to the Company

LONE’s exclusive right and option (the “ Option”) to acquire 100% of the righ ts, title and interest of the

Optionors in and to certain mineral claims located in Ontario, Canada, subject to a net smelter returns

royalty of 2% to the Optionors (payable on commencement of commercial production) (the “ Royalty

Agreement”). The Company has paid an assignment fee of $200,000 to LONE in cash pursuant to the

Assignment Agreement.

To exercise the Option, the Company will:

(a) within seven calendar days of the receipt of TSXV approval for the Assignment Agreement, issue

to the Optionors an aggregate of 260,000 co mmon shares of the Company (each, an “ Xplore

Share”) and pay to the Optionors an aggregate of $29,000 (of which, $19,000 has already been

paid); and

(b) on or prior to January 11, 2025, the Company will issue an additi onal 530,000 Xplore Shares and

pay an additional $38,500 in cash to the Optionors.

In connection with the Assignment Agreement, the Company, LONE and the Optionors have also entered

into a royalty assignment agreement (the “ Royalty Assignment Agreement ”), pursuant to which the

Company has assumed the obligation to grant a 2% net smelter returns royalty (the “NSR”) from activities

carried out on the optioned property to the Optionor s. The Company may, upon payment to the Optionors

of $1,000,000, reduce the royalty payable under the NSR to a 1% net smelter returns royalty.

Joseph Meagher, the Chief Financial Officer of the Company, is also the Chief Financial Officer of LONE.

Other than Mr. Meagher, the Company and LONE do not have any common directors or officers. The

Company is an arm’s length party in relation to each of the Optionors.

About Xplore Resources

Xplore Resources is a North American lithium explor ation company listed on the TSX Venture Exchange

under symbol XPLR. The company has a prospectiv e land package in the emerging Root Bay lithium

district located in northwest Ontario. Xplore’s flagship property is the Surge lithium project, on trend and

near two lithium deposits and just 25 m from a ne w lithium discovery. The Company is led by a highly

experienced management team with a strong track record of growing shareholder value.

ON BEHALF OF THE BOARD OF DIRECTORS,

Dominic Verdejo, CEO

Xplore Resources Corp.

For further information on Xplore, contact:

Telephone: 604-678-5308

Website: www.xploreresources.com

Neither the TSXV nor its Market Regulator (as that term is defined in the policies of the TSXV) accepts responsibility

for the adequacy or accuracy of this release.