XIB and Mayur Resources Enter into Definitive Agreement for Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - November 12, 2020) - XIB I Capital Corp. (TSXV: XIB.P) ("XIB") is pleased to announce it has entered into a definitive share purchase agreement dated November 12, 2020 (the "Definitive Agreement") with Mayur Resources Limited ("Mayur") and Mayur's wholly-owned subsidiaries, MR Exploration PNG Pte Ltd. ("MRE") and Adyton Resources Finance Company Ltd. ("Adyton Financeco"), in respect of its previously announced Qualifying Transaction.

In accordance with the Definitive Agreement, XIB will acquire all of the issued and outstanding shares of MRE in consideration for the issuance of an aggregate of 71,666,667 common shares of XIB ("XIB Shares") to the shareholders of MRE (the "Transaction"). XIB will consolidate the currently outstanding XIB Shares on a 2.62 for 1 basis (the "Consolidation") prior to, and as a condition to the completion of, the closing of the Transaction, so that it is expected to have 5,000,000 XIB Shares issued and outstanding on a post-Consolidation before issuing the XIB Shares for the Transaction.

Also prior to, and as a condition to the completion of, the closing of the Transaction, MRE will acquire all of the issued and outstanding shares of Ballygowan Limited ‎‎("Ballygowan") ‎and Pacific Arc Aurum (Niugini) Limited ("Pacific Arc") from their shareholders in return for shares of MRE as previously announced (the ‎‎"Acquisitions"). MRE has entered into a definitive share sale agreement dated October 1, 2020 with Ballygowan ‎and Pacific Arc and their respective shareholders in respect of the Acquisitions. Accordingly, upon completion of the ‎Transaction, MRE will become a wholly-owned subsidiary of XIB and Ballygowan and Pacific Arc will be wholly-owned subsidiaries of MRE, together with its existing wholly-owned subsidiary, Mayur Exploration PNG Limited. In addition, XIB will change its name to "Adyton Resources Corporation" (the "Name Change") and the Board of Directors (the "Resulting Issuer Board") and management of XIB will be reconstituted to include: (i) Frank Terranova - Chairman, President and Chief Executive Officer; (ii) Stephen Kelly - Chief Financial Officer and Corporate Secretary; (iii) Rod Watt - Executive Director and Chief Geologist; (iv) Tim Crossley - Director; (v) Sinton Spence - Director; and (vi) Frederic Leigh Jr. - Director. Information on the directors on the Resulting Issuer Board other than Mr. Leigh has been provided in XIB's previous press release dated September 14, 2020.

Mr. Leigh is XIB's nominee to the Resulting Issuer Board and has been a director of XIB since its incorporation. He is the principal of Siwash Corporate Services Inc., a private British Columbia company providing fundraising, marketing and corporate development advisory services. Mr. Leigh also serves as a director for a number of public companies, such as Golden Harp Resources Inc., National Access Cannabis Corp. (formerly Brassneck Capital Corp.) and K2 Gold Corporation. He has over 15 years of experience with companies in the mining and technology sectors worldwide. Previously, Mr. Leigh was the Vice President, Investor Relations of Kin Communications from September 2013 to September 2015, a company which provides investor relations services to publicly traded companies, and worked for Ethos Gold Corp., a mineral exploration company, from September 2011 to September 2013, in an investor relations role.

As part of, and as a condition to the completion of, the Transaction, Adyton Financeco will complete a brokered private placement as previously announced of at least 16,666,667 subscription receipts at a price of C$0.30 each for gross proceeds of at least C$5,000,000 (the "Concurrent Financing"). The gross proceeds from the Concurrent Financing (less a portion of the agents' fees and expenses) will be placed in escrow pending the satisfaction of all conditions precedent to the completion of the Transaction, upon which the escrowed proceeds will be released to Adyton Financeco and each subscription receipt will convert into one common share of Adyton Financeco (an "Adyton Financeco Share").

The ‎previously announced initial seed financing has been completed by Adyton Financeco, pursuant to which it issued 13,333,334 subscription receipts at a price of C$0.15 each for gross proceeds of C$2,000,000 on a non-brokered private placement basis (the "Seed Financing"). The gross ‎proceeds from the Seed Financing have been placed in escrow pending the satisfaction of all ‎conditions precedent to the completion of the Transaction, upon which the escrowed proceeds ‎will be released to Adyton Financeco and each of the subscription receipts will convert into one Adyton Financeco ‎Share. In connection with the closing of the Seed Financing, the Company agreed to pay cash finder's fees to certain eligible parties in the total amount of $15,000. The finder's fees will be paid to the parties when the gross proceeds from the Seed Financing are released from escrow.

As part of, and as a condition to the completion of, the Transaction, XIB will acquire all of the Adyton Financeco Shares in exchange for post-Consolidation XIB Shares on a one-for-one basis, resulting in the issuance of an additional 13,333,334 XIB Shares to the investors under the Seed Financing and at least an additional 16,666,667 XIB Shares to the investors under the Concurrent Financing. It is expected that this share exchange will be effected through a three-cornered amalgamation among XIB, a subsidiary of XIB to be newly formed for purposes of the amalgamation and Adyton Financeco (the "Amalgamation").

The previously announced founders financing has also been completed by 1269592 B.C. Ltd. ("Pre-Seed Financeco"), a new formed corporation incorporated for the purposes of conducting such financing, pursuant to which it issued 6,000,000 subscription receipts at a price of C$0.02 each for gross proceeds of C$120,000 on a non-brokered private placement basis (the "Pre-Seed Financing"). The gross ‎proceeds from the Pre-Seed Financing have been placed in escrow pending the satisfaction of all ‎conditions precedent to the completion of the Transaction, upon which the escrowed proceeds ‎will be released to Pre-Seed Financeco and each of the subscription receipts will convert into one common share of Pre-Seed Financeco ‎Share (a "Pre-Seed Financeco Share").

As part of, and as a condition to the completion of, the Transaction, XIB will acquire all of the Pre-Seed Financeco Shares in exchange for post-Consolidation XIB Shares on a one-for-one basis, resulting in the issuance of an additional 6,000,000 XIB Shares to the investors under the Pre-Seed Financing. It is expected that this share exchange will be effected by including Pre-Seed Financeco in the Amalgamation.

The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, assignments, waivers, permits, orders and approvals for the Transaction, including the approval of the TSX Venture Exchange (the "Exchange"); (ii) the Resulting Issuer meeting the minimum listing requirements of the Exchange; (iii) the Definitive Agreement not being terminated, including that no party has terminated the Definitive Agreement because the conditions to closing have not been satisfied prior to January 29, 2021; (iv) the representations, warranties and covenants made by each party being true and correct in all material respects as of the closing date; (v) each party fulfilling or complying with all covenants under the Definitive Agreement; (vi) no material adverse effect on either XIB or MRE occurring; (vii) the completion of the Acquisitions; (viii) the completion of the Concurrent Financing; (ix) MRE providing XIB with technical reports compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects in respect of the material properties of MRE, Ballygowan and Pacific Arc acceptable to the Exchange; and (ix) receipt of XIB shareholder approval of the Name Change, Consolidation and the Resulting Issuer Board.

Additional information concerning the Transaction, MRE, Ballygowan and Pacific Arc and the Resulting Issuer is provided in XIB's press release dated September 14, 2020 and will be provided in XIB's Filing Statement to be filed in connection with the Transaction, which will be available under XIB's profile on SEDAR at www.sedar.com.

In accordance with the policies of the TSXV, the XIB Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.

XIB also announces that it has filed its Management Information Circular (the "Circular") and related proxy materials on SEDAR in advance of XIB's annual general and special meeting to be held on November 30, 2020 (the "Meeting") at 1600 - 609 Granville Street, Vancouver, BC at 10:00 a.m. (Vancouver time). In addition to seeking approval of XIB's annual general matters, the purpose of the Meeting is to seek approval of the Consolidation, the Name Change, the Resulting Issuer Board, and a stock option plan, all to be conditional upon the completion of the Transaction. With respect to the Name Change, XIB clarifies that XIB will seek approval for the name of the Company to be changed to Adyton Resources Corp. or such other name as the directors may determine in their discretion, as indicated in the Circular. The Notice of Meeting and Proxy delivered and filed with the Circular had incorrectly indicated that the new name was to be changed to Adyton Resources Limited.

In light of the ongoing public health concerns related to the COVID-19 outbreak and in order to comply with the measures imposed by the federal and provincial governments, the Company is requesting all shareholders and others not to attend the Meeting in person. Shareholders are strongly urged to vote on the matters before the Meeting by completing a proxy or materials provided by their intermediary, as applicable. XIB may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.

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.

For further information please contact Ted Browne, CEO of XIB, by email at ted@xibfinancial.com or by telephone at 647-943-0736.

Notice on Forward-Looking Information

Information set forth in this news release contains forward-looking statements within the meaning of applicable Canadian securities laws. Often, these forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "continue", "projected", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect management's current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, the completion of the Transaction and related transactions, including the Acquisitions, the Concurrent Financing, the Amalgamation, the Name Change, the Consolidation, the reconstitution of the Resulting Issuer Board, and the conditions to be satisfied for the completion of these transactions. Such statements are not guarantees of future performance. They are subject to assumptions, known and unknown risks and uncertainties and other factors that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of XIB. Such factors include, among other things: the requisite corporate approvals of the shareholders of XIB may not be obtained; the Exchange may not approve the Transaction; the Acquisitions may not be capable of being completed as currently expected or at all; sufficient funds may not be raised pursuant to the Concurrent Financing; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits XIB will obtain from them. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Except as required under applicable securities legislation, XIB undertakes no obligation to publicly update or revise forward-looking information.

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