Mr. Deepak Varshney reports

XANDER RESOURCES ANNOUNCES SHARE CONSOLIDATION, NAME CHANGE, NON-BROKERED PRIVATE PLACEMENT, AND AMENDMENT TO OPTION AGREEMENT

Xander Resources Inc. intends to consolidate its outstanding common shares on the basis of one new common share of the company for 10 existing common shares.

The company's present issued and outstanding capital of 112,720,123 common shares will be reduced to approximately 11,272,012 common shares after the proposed consolidation. No fractional shares will be issued pursuant to the consolidation. Any fractional shares will be rounded to the nearest whole number of common shares.

Once the company has received the required approvals, registered shareholders of the company will receive a transmittal letter from the company's registrar and transfer agent with instructions on how to exchange their preconsolidated shares for postconsolidated shares.

The company will be obtaining new Cusip and ISIN numbers for the share consolidation. The record date and effective date of the share consolidation, and the new Cusip and ISIN numbers, will be disclosed in a subsequent news release.

The consolidation is subject to final approval from the TSX Venture Exchange.

Notwithstanding the foregoing, the board of directors may, at its discretion, determine to amend the terms or to not move forward with the share consolidation.

Concurrently with the consolidation, the company also announces its intention to change its name and trading symbol. The new name and trading symbol will be provided in a subsequent release prior to completing the consolidation.

Concurrently with the consolidation, the company also intends to launch a non-brokered private placement offering of up to 20 million postconsolidation units at a price of five cents per unit for gross proceeds of up to $1-million. Each unit will consist of one fully paid common share and one common share purchase warrant. Each warrant shall entitle the holder to acquire an additional common share at a price of 10 cents for a period of two years.

Finders' fees may be paid to qualified parties in accordance with applicable securities laws. The net proceeds from the private placement will be used for general working capital and exploration at the company's properties. All securities issued in connection with the private placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the exchange hold period.

The closing of the offering may occur in one or more tranches, and is subject to receipt of all necessary regulatory approvals.

The company also announces that it has entered into an amendment to its mineral property option agreement dated Oct. 20, 2021 (agreement A), and Oct. 13, 2022 (agreement B), with the optionors with respect to the CNC Timmins property located in Timmins, Ont.

The parties have agreed to amend agreement A as follows: (i) amend the payment owing to the optionors from $100,000 in cash and 900,000 preconsolidated common shares of the company to 20 million preconsolidated shares at a deemed value of $100,000 based on the maximum discounted market price of 0.5 cent per share; and (ii) extend the period of the work expenditures to be completed from two years to four years and by a further $500,000 to be completed by the end of the fourth year.

The parties have agreed to amend agreement B as follows: (a) extend the dates of the payments owed from the date of six, 12, 18 and 24 months from the date of the agreement to 24, 30, 36 and 42 months from the date of the agreement.

The amended agreement and the issuance of the shares pursuant to the amended agreement are subject to the approval of the TSX Venture Exchange. Additionally, the shares issued in connection with the amended agreement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the exchange hold period.

About Xander Resources Inc.

Xander is a Canadian mineral acquisition and exploration company based in Vancouver, B.C., Canada, focused on developing accretive gold and battery metal properties within Canada. The company currently has a focus on projects located within the provinces of Ontario and Quebec. Xander is exploring for commercially exploitable mineral deposits and is currently focused on deposits located in Val d'Or, Que., including the Senneville claim group, which comprises over 100 square kilometres and is contiguous in the south to Probe Metals' new discovery and contiguous in the north to Monarch Mining, in close proximity to the Crawford project.

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