Mr. Anthony Zelen reports

REX RESOURCES CORP. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE B.C. COMPANY WITH A PROSPECTIVE MINERAL PROPERTY NEAR PORT ALBERNI

Rex Resources Corp. has entered into a securities exchange agreement dated effective May 18, 2023, among the company, 1414447 B.C. Ltd. (BCCO) and the sole shareholder of BCCO, Broadstone Resources Inc., pursuant to which, subject to regulatory approval, the company will acquire 100 per cent of the issued and outstanding shares of BCCO. BCCO holds a 100-per-cent interest in eight contiguous mineral claims totalling approximately 1,562 hectares located near Port Alberni, B.C., generally known as the Rex property.

The Rex property

The claims comprising the Rex property are located in the Alberni mining division of British Columbia and are presently owned 100 per cent by Broadstone. They were acquired through a combination of asset purchase and staking, are unencumbered by any royalties, and are easily accessible by a series of gravel and paved roads.

The Rex property was the subject of an exploration program by Broadstone in early 2023 that consisted of soil, silt and rock sampling.

The proposed transaction

Pursuant to the terms of the definitive agreement, upon the date of closing of the proposed transaction, the company will acquire 100 per cent of the issued and outstanding securities of BCCO from Broadstone in consideration for the issuance of one million common shares of the company at a deemed price per share equal to the lesser of: (a) 4.875 cents per payment share; or (b) the closing price of Rex's common shares on the exchange on the trading day immediately preceding the closing date, less a 25-per-cent discount. As additional consideration, the company will pay to Broadstone the sum of $175,000 in cash, of which $60,000 shall be payable on the closing date and $115,000 shall be payable on or before the earlier of: (a) the date that is six months following the closing date; and (b) three business days following the date on which the company completes an equity financing for gross proceeds of at least $400,000. Immediately following the closing of the proposed transaction, the payment shares are expected to represent approximately 6.91 per cent of the outstanding common shares of the company.

Completion of the proposed transaction is conditional upon, among other standard conditions for a transaction of this nature, include, among other things: (a) the receipt by the company of all necessary corporate and regulatory approvals; (b) each party's representations and warranties in the definitive agreement being true and correct in all aspects as of the closing date, and each party meeting its terms and conditions, and completing its covenants and obligations as contained therein; and (c) exchange acceptance. There can be no guarantees that the proposed transaction will be completed as contemplated or at all. The proposed transaction is anticipated to close in the coming weeks.

There will be no changes to the company's board or management in connection with the proposed transaction. The proposed transaction will not constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. Rex has an option to acquire a 60-per-cent interest and title to the Kalum property located in the Terrace area of British Columbia.

We seek Safe Harbor.