Xplore Resources Announces Private Placement Financing

Toronto, Ontario--(Newsfile Corp. - June 21, 2022) - Xplore Resources Corp. (TSXV: XPLR) ("Xplore or the "Company"), is pleased to announce a non-brokered private placement offering of a minimum of 62,500,000 Units (the "Units") at $0.08 per Unit for gross proceeds of a minimum of $5,000,000, (the "Offering").

  • Each Unit will consist of one common share of Xplore (a "Common Share") and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant").
  • Each whole Warrant will be exercisable to purchase one common share of Xplore at the price of $0.12 per share until the second anniversary of the closing date of the Offering (the "Closing Date").

Completion of the Offering is subject to receipt of gross proceeds of $5,000,000 (the "Minimum Offering"). Xplore intends to use the net proceeds of the Offering for the technical advancement of the Diamond Mountain Phosphate Project ("Diamond Mountain"), the acquisition of which (the "Acquisition") was announced on June 7, 2022, general working capital, and to enable the Company to pursue further battery metal assets. Completion of the Offering is subject to the satisfaction of certain conditions, including the approval of the TSX Venture Exchange (the "Exchange"). Completion of the Acquisition is subject to completion of the Minimum Offering.

All securities issued pursuant to the Offering will be subject to a four-month hold period commencing on the Closing Date. Insiders of Xplore intend on subscribing for a portion of the Offering, subject to regulatory approval. Finder's fees payable in cash equal to 7% of the gross proceeds raised may be paid to eligible finders or other third parties, in connection with this Offering. Finder's warrants entitling the holders to acquire up to 7% of the Units under the Offering may also be paid to eligible finders or other third parties. Xplore has hired Stifel Nicolas Canada Inc. to provide advisory services on the Acquisition.

Wes Hanson, President, and CEO of Xplore, notes: "We are excited with our potential acquisition of the Diamond Mountain phosphate project in Utah. This acquisition advances our strategy of creating stakeholder value through acquiring and exploring a portfolio of high-quality battery metal assets in low-risk jurisdictions. We believe that Diamond Mountain is a high-grade phosphate opportunity located in Utah, USA, ranked as the eleventh best mining jurisdiction in the world by the Fraser Institute. With an existing, high-grade phosphate resource, exploration upside, existing infrastructure, and low permitting, environmental and social risks, management believes that Diamond Mountain offers a compelling value acquisition. Strong phosphate market fundamentals from agriculture and lithium iron phosphate (LFP) battery production offer both short and long-term phosphate demand growth. We plan to apply for exploration permits immediately on closing of the financing with the objective of drilling by late Q3, 2022. Drilling shall focus on converting the current inferred mineral resource to the measured and indicated classification as quickly as possible and phosphate ore collected shall be used to evaluate the metallurgical characteristics of the phosphate. The world needs phosphate for food production, bio-fuel production and electric vehicle battery production. World events continue to demonstrate the need for home grown solutions to global supply chain disruptions. We offer the project, the team and the partners to advance Diamond Mountain to meet the anticipated demand growth in Canada and the US."

Market Making

The Company is also pleased to announce that it has entered into a market-making agreement (the "Agreement") with Independent Trading Group ("ITG"), pursuant to which ITG has agreed to provide market-making services to the Company in accordance with the policies of the Exchange and applicable laws.

ITG will trade shares of the Company on the Exchange and other available trading venues with the objective of maintaining a reasonable market and improving liquidity for the Company's common shares.

The Agreement is effective June 19th, 2022, and will automatically extend for successive one-month terms unless terminated by either party on 30 days' prior notice. In consideration of the services provided by ITG pursuant to the Agreement, ITG will receive compensation of $5,000 per month, payable monthly in advance, and will be paid by the Company from its working capital resources. There are no performance factors contained in the Agreement and ITG will not receive shares, options or other securities as compensation. The capital used for market-making will be provided by ITG, and no third party will be providing funds or securities for the market-making activities.

ITG is an independent, privately held broker-dealer based in Toronto, Ontario, that provides a wide range of financial and investment services. ITG is a member of the Investment Industry Regulatory Organization of Canada ("IIROC") and the Canadian Investor Protection Fund (CIPF) and can access all Canadian stock exchanges and alternative trading systems. ITG and the Company are unrelated and unaffiliated entities and, at the time of the Agreement, neither ITG nor its principals have any interest, directly or indirectly, in the securities of the Company or any right or intent to acquire such an interest. The Agreement is subject to Exchange approval.

About Diamond Mountain

Diamond Mountain is an advanced stage phosphate exploration project located in Uintah County, Utah. The property is a 547-hectare State Mining Lease ("State Lease") that offers an existing measured and indicated resource estimated to be 26.8 million tonnes ("Mt") averaging 19.67% P2O5 in addition to an inferred resource estimated at 23.1 Mt averaging 19.67% P2O5. The mineral resource estimate is supported by the Technical Report titled "Technical Report, Diamond Mountain Phosphate Project, Uintah County, Utah" authored by L.D. Henchel, P.Geo, P.G., with an effective date of September 11, 2014. The Project is adjoined to the west by Simplot Corporation's Vernal Phosphate Mine and Beneficiation Complex, which has been operating since the 1960's. Prior work on the property was completed by US Steel Corp and Revival Gold Inc. Diamond Mountain is in management's view, considered one of the top ten, undeveloped, P2O5 deposits not currently owned by a major fertilizer producer, with an upper quartile P2O5 in-situ grade opportunity.

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 mineral 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.

Qualified Persons

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

Additional disclosure of the Company's financial statements, technical reports, material change reports, news releases and other information can be obtained on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD
"Wesley C. Hanson"
President & CEO

For further information, please contact:

Phone: +1 647-202-7686
Email: whanson@xploreresources.com

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

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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/128385

info