Mr. Dominic Verdejo reports

XPLORE RESOURCES EXPANDS LAND POSITION AT SURGE LITHIUM PROJECT

Xplore Resources Corp. has entered into an assignment agreement dated May 30, 2024, with Lithium One Metals Inc. (LONE), Bounty Gold Corp. and Last Resort Resources Ltd., whereby LONE has agreed to assign and transfer to Xplore all of its rights, titles, benefits and interest in, to and under an option agreement dated Dec. 20, 2022, between LONE and the optionors.

Pursuant to the assignment agreement, Xplore will expand its land position along the Root Lake lithium trend with its option to the Root South property, which is adjacent to Xplore's Surge lithium project and Green Technology Metals Ltd.'s Root Bay project -- host to a new lithium deposit with a Joint Ore Reserves Committee resource of 10 million tonnes of 1.29 per cent lithium oxide. The Root South property is composed of 175 claims over 3,570 hectares.

The company also announces it has entered into a property purchase agreement dated June 5, 2024, with an arm's-length vendor to acquire 100-per-cent right, title and interest in and to mineral property claims located in the Surge project. The Surge North property is composed of 86 claims over 1,800 hectares. The Root South property and Surge North property expand the company's Surge project to approximately 12,480 hectares.

Since 2023, the Root lithium area has seen rapid growth following a new lithium discovery at the Root Bay deposit. The deposit now holds a JORC resource of 10.1 million tonnes at 1.29 per cent Li2O, extending over approximately 1.5 kilometres of the Root Bay trend. The Root South property is located less than one kilometre south of the Root Bay deposit.

Recent exploration drilling by Green Technology Metals has revealed a potential new stacked system of pegmatites at Root Bay East, with drill results located 25 to 50 metres from the boundary of the Surge project. The Surge project lies along the eastern extension of the trend, covering approximately 10 km of prospective geology.

Assignment agreement terms

Pursuant to the option agreement, the optionors granted to LONE the exclusive right and option to acquire 100 per cent of the rights, title and interest of the optionors in and to certain mineral claims located in the Red Lake mining district, Ontario, subject to a net smelter return royalty of 2 per cent to the optionors (payable on commencement of commercial production).

To exercise the option, the company will need to:

• Within seven calendar days of the receipt of TSX Venture Exchange approval for the assignment agreement, issue to the optionors an aggregate of 260,000 common shares of the company and pay to the optionors an aggregate of $29,000 (of which, $19,000 has already been paid);
• On or prior to Jan. 11, 2025, the company will issue an additional 530,000 Xplore shares and pay an additional $38,500 in cash to the optionors.

Subject to the approval of the TSX Venture Exchange, the company will pay an assignment fee of $200,000 to LONE in cash pursuant to the assignment agreement.

In connection with the assignment agreement, LONE, the optionors and the company have also entered into a royalty assignment agreement, pursuant to which the company assumed the royalty agreement. Under the royalty assignment agreement, the company has agreed to assume the obligation to grant a 2-per-cent net smelter return royalty from activities carried out on the optioned property to the optionors. The company may, upon payment to the optionors of $1-million, reduce the royalty payable under the NSR to a 1-per-cent net smelter return royalty.

Joseph Meagher, the chief financial officer of the company, is also the chief financial officer of LONE. Other than Mr. Meagher, the company and LONE do not have any common directors or officers. The company is arm's length to each of the optionors.

The assignment agreement and the transactions contemplated therein are subject to the acceptance of the TSX-V.

Surge North property agreement terms

Pursuant to the terms of the Surge North agreement, the company will purchase 100 per cent of the right, title and interest in and to the Surge North property by paying $75,000 in cash and issuing 1.5 million Xplore shares to the vendor upon acceptance of the Surge North agreement by the TSX-V.

The vendor will retain a 2-per-cent NSR on the Surge North property, one-half of which, being 1 per cent, can be purchased by the company at any time for $750,000.

The Surge North agreement and the transactions contemplated therein are subject to the acceptance of the TSX-V.

Qualified person

The technical content of this news release has been reviewed and approved by Karly Oliver, PGeo, director of the company, a qualified person pursuant to National Instrument 43-101.

About Xplore Resources Corp.

Xplore is a North American lithium exploration company listed on the TSX Venture Exchange under symbol XPLR. The company has a prospective land package in the emerging Root Bay lithium district located in Northwestern Ontario. Xplore's flagship property is the Surge lithium project, on trend, near two lithium deposits and just 25 metres from a new lithium discovery. The company is led by a highly experienced management team with a strong record of increasing shareholder value.

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