Stockwatch

Xander Resources Inc
Symbol	XND
Shares Issued	112,720,123
Close 2024-01-12	C$ 0.005
Market Cap	C$ 563,601
Recent Sedar+ Documents

Xander to roll back shares 1:10, change name

2024-01-15 01:49 ET - News Release

Subject: XND NR 2024 01 15 Rollback Word Document File: '\\swfile\EmailIn\20240114 220956 Attachment XND NR 2024 01 15 Rollback.docx' Xander Resources Announces Share Consolidation, Name Change, Non-Brokered Private Placement, and Amendment to Option Agreement NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Vancouver, British Columbia / January 15, 2023 - Xander Resources Inc. ("Xander" or the "Company") (TSXV: XND) (OTCQB: XNDRF) (FSX: 1XI) announces its intention to consolidate its outstanding common shares on the basis of ten (10) existing common shares for one (1) new common share of the Company (the "Consolidation"). 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 to 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 (the "Offering") of up to 20,000,000 post-consolidation units ("Units") at a price of $0.05 per Unit for gross proceeds of up to $1,000,000. Each Unit will consist of one fully paid common share and one common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to acquire an additional common share at a price of $0.10 for a period of 2 years. Finder's 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 (the "Amended Agreement") to its mineral property option agreement dated October 20, 2021 (Agreement "A") and October 13, 2022 (Agreement "B") with the Optionors with respect to the CNC Timmins Property located in Timmins, Ontario. The parties have agreed to amend Agreement 'A' as following: (i) amend the payment owing to the Optionors from $100,000 cash and 900,000 preconsolidated common shares (the "Shares") of the Company to 20,000,000 preconsolidated Shares at a deemed value of $100,000 based on the maximum discounted market price of $0.005 per Share, and (ii) extend the period of the work expenditures to be completed from two (2) years to four (4) 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 following: (a) extend the dates of the payments owed from the date of 6, 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 (the "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. We seek Safe Harbor ON BEHALF OF THE BOARD OF DIRECTORS Deepak Varshney, P.Geo., President and CEO For more information, please email info@xanderresources.ca, or visit www.xanderresources.ca. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-looking statements: This news release may include "forward-looking information" under applicable Canadian securities legislation. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and/or assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned that such forward-looking information are neither promises nor guarantees and are subject to known and unknown risks and uncertainties including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, the Company currently has no reserves on any of its properties. As a result, there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The securities to be issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.