(TheNewswire)
Vancouver, British Columbia / TheNewswire - May 3, 2022 – Xander Resources Inc. (“Xander” or the “Company”) (TSXV:XND) (OTC:XNDRF) (FSX:1XI) is pleased to announce that, subject to the approval of theTSX Venture Exchange (the “ Exchange ”), it has closed itsoversubscribed, non-brokered private placement (the “ Private Placement ”) issuingan aggregate of 30,903,770 units (the “ Units ”) at $0.07per Unit for gross proceeds of $2,163,263.87 and 6,500,000 nationalflow-through units (the “ FTUnits ”) at $0.08 per FT Unit for grossproceeds of $520,000 for total proceeds of $2,683,263.87 raised in thePrivate Placement.
The Company is pleased to announce that Stan Bhartisubscribed for 500,000 Units of the Private Placement. Mr. Bharti isconsidered one of the leading strategic investors in the junior miningsector, and t through his affiliation with Forbes& Manhattan Inc. ( www.forbesmanhattan.com ) hasbuilt an impressive track record of success over the past 15 years,including:
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Desert Sun Mining, Jacobina Mine in Brazil, startingwith $5 million in seed capital and sold to Yamana Gold Inc. for $580million in 2006 (share price increased from $1.46/share to over$5.50/share);
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Avion Gold, acquired for $20 million in 2008 and soldto Endeavour for $389 million in 2012 (share price increased from$0.38/share to $0.88/share);
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Crocodile Gold acquired out of bankruptcy in 2009 for$40 million and sold for over $200 million to a private hedge fund in2011 (share price increased from $0.25/share to $0.62/share);and
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Sulliden Gold, invested at $0.45/share in 2009 and soldat $1.12/share in 2014.
Deepak Varshney, President and CEO of the Companycommented: “We are thrilled to have Stan as a key strategic andcornerstone shareholder of our Company. Stan is a well-respectedleader in the resource sector and supports our vision for Xander. Hisexperience will be invaluable to our Company as we move forward andthis partnership will help accelerate the exploration and developmentof our properties in a meaningful way.”
Private Placement
In aggregate, 30,903,770 units at $0.07 per Unit wereissued for gross proceeds of $2,163,263.87 and 6,500,000 FT Units wereissued at $0.08 per FT Unit for gross proceeds of $520,000 for totalproceeds of $2,683,263.87 raised in the Private Placement.
Each Unit consists of one common share of the Company(a “ Share ”) and one transferable common share purchase warrant (a“ Warrant ”) exercisable at $0.10 per Share for a period of three (3)years from the date of closing (the “ Expiry Date ”).
Each FT Unit consists of one flow-through common shareof the Company and one transferable Warrant exercisable at a price of$0.10 per Share until the Expiry Date.
The net proceeds from the Private Placement will beused for exploration at Xander’s Timmins Nickel Project (the“ Nickel Property ”) andgeneral working capital.
In connection with the Private Placement, the Companypaid finder’s fees of (i) $1,396.50 cash and 19,950 non-transferablefinder’s warrants (the “ Finder’s Warrants ”) to Research CapitalCorporation; $17,499.65 cash and 249,995 Finder’s Warrants to GloResSecurities Inc.; and (iii) $189,017.99 cash and 2,911,000 broker’swarrant (the “ Broker’sWarrants ”) to IBK Capital Corp.
Each Finder’s Warrant is exercisable into Shares ofthe Company at prices of $0.07 and $0.10 per Share until the ExpiryDate. Each Broker’s Warrant is exercisable to purchase one unit (a“ Broker Unit ”) at an exercise price of $0.07 per Broker Unit until theExpiry Date. Each Broker Unit consists of one Share and onenon-transferable Warrant exercisable to purchase one Share of theCompany at $0.10 per Share until the Expiry Date.
James H. Hirst, a director of the Company purchased100,000 Units and Dwayne Yaretz, Corporate Secretary and a director ofthe Company purchased 150,000 Units in the Private Placement. As a result, the Private Placement isconsidered a related party transaction (as defined under MultilateralInstrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“ MI 61-101 ”)). The Company is relying onsection 5.5(a) and 5.7(a) as neither the fair market value of thesubject matter of, nor the fair market value of the consideration for,the Private Placement will exceed 25 percent of the Company’s marketcapitalization (calculated in accordance with MI 61-101).
All securities issued in the Private Placement aresubject to the Exchange hold period plus a hold period of four monthsand one day expiring on August 30, 2022.
Option Cancellations
The Company also announces that it has cancelled anaggregate of 250,000 incentive stock options previously granted tocertain consultants on September 28, 2020 and October 13, 2021 atexercise prices of $0.13 and $0.26 per Share.
Option Grants
The Company also announces that it has grantedincentive stock options to purchase a total of 4,490,377 Shares at anexercise price of $0.07 per Share for a period of five years tocertain directors, officers and consultants in accordance with theprovisions of its stock option plan.
Board Changes
The Company is also pleased to announce the appointmentof Dr. Andreas Rompel as a member of the board of directors of theCompany, effective May 4, 2022.
With over 30 years in the industry, Dr. Rompel hasgained a wealth of experience in the industry as a Team Leader, ShaftGeologist, Divisional/Chief Geologist, Exploration Manager, ProjectManager, Country Manager, Head of Department, Corporate BusinessDevelopment Manager, Director, Vice President Exploration and morerecently as the CEO of Q Gold Resources and Executive Chairman ofJourdan resources. Andy, as he known, has worked in a variety ofcommodities, ranging from Gold to PGE’s and Silver on the preciousmetal side, Copper and Nickel (base metals), to iron ore and thermaland coking coal (bulk commodities) and more recently in Cobalt andLithium (battery raw materials). As part of a multi-disciplinary team,he has assessed and technically reviewed capital projects within AngloAmerican for more than 10 years, and has been on the board of Spectrem(an Anglo-American Company) as Technical Director. Before joiningthe Vancouver-based Cobalt Power Group as President & CEO, heinvestigated new business opportunities worldwide for HochschildMining plc. Currently he holds the position of Executive Chairman forJourdan Resources, and CEO and Vice President Exploration for Q GoldResources.
Concurrent with the appointment of Dr. Rompel, James H.Hirst will step down as a member of the board of directors. TheCompany wishes to thank Mr. Hirst for his contributions to the Companyand wishes him well in his future endeavors.
About Xander Resources Inc.
Xander Resources Inc. is a Canadian mineral acquisitionand exploration company based in Vancouver, BC, Canada focused ondeveloping accretive gold and battery metal properties within Canada.The company currently has a focus on projects located within theProvinces of Ontario and Quebec.
Xander is exploring for commercially exploitablemineral deposits and is currently focused on deposits located inVal-d’Or, Quebec, including the Senneville Claim Group whichcomprises over 100 sq. km and is contiguous in the south to ProbeMetals’ new discovery, and contiguous in the north to MonarchMining, in close proximity to Eldorado Gold’s (formerly QMX Gold)projects, and east of the North American Lithium Deposit, GreatThunder Gold‘s Chubb Lithium property and East of the SayonaQuebec's Authier Lithium Deposit, all in the Val-d’Or Mining Camp,plus its newly acquired nickel-sulphide project in Timmins, Ontarionear Canada Nickel’s MacDiarmid and Crawford Projects.
ON BEHALF OF THE BOARD OFDIRECTORS
Deepak Varshney, P.Geo., Presidentand CEO
For more information, please email ir@xanderresources.ca , or visit www.xanderresources.ca .
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.
Forward-looking statements:
This news release includes"forward-looking information" under applicable Canadiansecurities legislation including, but not limited to, the anticipatedclosing of the Transaction and private placement. Such forward-lookinginformation reflects management's current beliefs and are based on anumber of estimates and assumptions made by and information currentlyavailable to the Company that, while considered reasonable, aresubject to known and unknown risks, uncertainties, and other factorswhich may cause the actual results and future events to differmaterially from those expressed or implied by such forward-lookinginformation. Readers are cautioned that such forward-lookinginformation are neither promises nor guarantees, and are subject toknown and unknown risks and uncertainties including, but not limitedto, general business, economic, competitive, political and socialuncertainties, uncertain and volatile equity and capital markets, lackof available capital, actual results of exploration activities,environmental risks, future prices of base and other metals, operatingrisks, accidents, labour issues, delays in obtaining governmentalapprovals and permits, and other risks in the mining industry. Thereare no assurances that the Company will successfully complete theTransaction and the private placement on the terms contemplated or atall. All forward-looking information contained in this news release isqualified by these cautionary statements and those in our continuousdisclosure filings available on SEDAR at www.sedar.com. Accordingly,readers should not place undue reliance on forward-lookinginformation. The Company disclaims any intention or obligation toupdate or revise any forward-looking information, whether as a resultof new information, future events or otherwise, except as required bylaw.
The Company is presently anexploration stage company. Exploration is highly speculative innature, involves many risks, requires substantial expenditures, andmay not result in the discovery of mineral deposits that can be minedprofitably. Furthermore, the Company currently has no reserves on anyof its properties. As a result, there can be no assurance that suchforward-looking statements will prove to be accurate, and actualresults and future events could differ materially from thoseanticipated in such statements.
The securities referred to in thisnews release have not been, and will not be, registered under theUnited States Securities Act of 1933, as amended (the “U.S.Securities Act”), or any applicable securities laws of any state ofthe United States, and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. persons (as suchterm is defined in RegulationS under the U.S. Securities Act) or persons in the United Statesunless registered under the U.S. Securities Act and any otherapplicable securities laws of the United States or an exemption fromsuch registration requirements is available.
This press release does notconstitute an offer to sell or a solicitation of an offer to buy anyof these securities within any jurisdiction, including the UnitedStates. Any public offering of securities in the United States mustbe made by means of a prospectus containing detailed information aboutthe company and management, as well as financial statements.
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