XIB And Mayur Resources Announce Closing of Concurrent Financing of Subscription Receipts

Vancouver, British Columbia--(Newsfile Corp. - December 29, 2020) - XIB I Capital Corp. (TSXV: XIB.P) ("XIB") is pleased to announce that Adyton Resources Finance Company Ltd. ("Adyton Financeco") has closed its previously announced brokered private placement financing (the "Concurrent Financing"). Under the Concurrent Financing, Adyton Financeco issued and sold 28,758,886 subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of $8,627,665.80. A syndicate led by Eight Capital and including Cormark Securities Inc., PI Financial Corp. and Jett Capital Advisors, LLC (collectively, the ‎‎"Agents") acted as agents for the Concurrent Financing.‎

The gross proceeds from the Concurrent Financing (less an amount equal to 50.0% of the Agents' Commission (as defined below) and less the costs and expenses of the Agents in connection with the Concurrent Financing up to the closing time) (the "Escrowed Proceeds") will be held in escrow until the satisfaction of certain escrow release conditions, including all conditions precedent (the "Escrow Release Conditions") to XIB's previously announced Qualifying Transaction with Mayur Resources Limited's subsidiary MR Exploration PNG Pte Ltd. (the "Transaction"), on or before February 22, 2021 (the "Escrow Release Deadline").

Each Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions prior to the Escrow Release Deadline, and without payment of additional consideration therefor, one common share of Adyton Financeco (each, an "Adyton Financeco Share"). Concurrent with the completion of the Transaction, each Adyton Financeco Share underlying the Subscription Receipts will be exchanged for one common share of the issuer resulting from the Transaction (following completion of the XIB share consolidation contemplated pursuant to the Transaction) (the "Resulting Issuer") as contemplated in the terms of the Transaction. 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").

In connection with the Concurrent Financing, the Agents will receive from Adyton Financeco an aggregate cash fee (the "Agents' Commission") of $335,902.21. Fifty percent (50%) of the Agents' Commission ‎was paid to the Agents at closing and the balance of ‎the Agents' Commission will be paid out of the Escrowed Proceeds and released to the Agents upon ‎satisfaction of the Escrow Release Conditions on or before ‎the Escrow Release Deadline.

As additional consideration, the Agents received in aggregate 1,119,675 compensation warrants (the "Agents' Warrants"). Each Agents' Warrant will be exercisable to acquire one Adyton Financeco Share at an exercise price of $0.30 for a period of 24 months from the satisfaction of the Escrow Release Conditions. ‎In accordance with the terms of the Transaction and the Amalgamation, each of the Agents' Warrants will become exercisable for one common share of the Resulting Issuer on the same economic terms.

In addition, Eight Capital will receive from Adyton Financeco a cash corporate finance fee of $250,000. The corporate finance fee will be paid to Eight Capital upon ‎satisfaction of the Escrow Release Conditions on or before ‎the Escrow Release Deadline.

Upon completion of the Transaction and the release of the Escrowed Proceeds, the net proceeds of the Concurrent Financing are expected to be used for the exploration and advancement of the Papua New Guinea gold and copper exploration projects of the ‎Resulting Issuer and for working capital and general corporate ‎purposes of the Resulting Issuer‎.

The Subscription Receipts and Agents' Warrants issued pursuant to the Concurrent Financing will be subject to indefinite hold periods under Canadian securities law.

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 Amalgamation and the conditions to be satisfied for the completion of these transactions and the use of proceeds from the Offering. 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 Exchange may not approve the Transaction; the Escrow Release Conditions may not be satisfied on or before ‎the Escrow Release Deadline; 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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