Xander Resources closes $2.68-million private placement

May 4, 2022

2022-05-03 17:05 ET – News Release

Mr. Deepak Varshney reports

XANDER RESOURCES ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT, OPTION CANCELLATIONS, OPTION GRANTS AND BOARD CHANGES

Subject to the approval of the TSX Venture Exchange, Xander Resources Inc. has closed its oversubscribed, non-brokered private placement issuing an aggregate of 30,903,770 units at seven cents per unit for gross proceeds of $2,163,263.87 and 6.5 million national flow-through units at eight cents per FT unit for gross proceeds of $520,000 for total proceeds of $2,683,263.87 raised in the private placement.

The company is pleased to announce that Stan Bharti subscribed for 500,000 units of the private placement. Mr. Bharti is considered one of the leading strategic investors in the junior mining sector and, through his affiliation with Forbes & Manhattan Inc., has built an impressive record of success over the past 15 years, including:

Desert Sun Mining, Jacobina mine in Brazil, starting with $5-million in seed capital and sold to Yamana Gold Inc. for $580-million in 2006 (share price increased from $1.46 per share to over $5.50 per share);
Avion Gold, acquired for $20-million in 2008 and sold to Endeavour for $389-million in 2012 (share price increased from 38 cents per share to 88 cents per share);
Crocodile Gold acquired out of bankruptcy in 2009 for $40-million and sold for over $200-million to a private hedge fund in 2011 (share price increased from 25 cents per share to 62 cents per share);
Sulliden Gold, invested at 45 cents per share in 2009 and sold at $1.12 per share in 2014.

Deepak Varshney, president and chief executive officer of the company, commented: “We are thrilled to have Stan as a key strategic and cornerstone shareholder of our company. Stan is a well-respected leader in the resource sector and supports our vision for Xander. His experience will be invaluable to our company as we move forward and this partnership will help accelerate the exploration and development of our properties in a meaningful way.”

Private placement

In aggregate, 30,903,770 units at seven cents per unit were issued for gross proceeds of $2,163,263.87 and 6.5 million FT units were issued at eight cents per FT unit for gross proceeds of $520,000 for total proceeds of $2,683,263.87 raised in the private placement.

Each unit consists of one common share of the company and one transferable common share purchase warrant exercisable at 10 cents per share for a period of three years from the date of closing.

Each FT unit consists of one flow-through common share of the company and one transferable warrant exercisable at a price of 10 cents per share until the expiry date. The net proceeds from the private placement will be used for exploration at Xander’s Timmins nickel project and general working capital.

In connection with the private placement, the company paid finder’s fees of (i) $1,396.50 cash and 19,950 non-transferable finder’s warrants to Research Capital Corp.; $17,499.65 cash and 249,995 finder’s warrants to GloRes Securities Inc.; and (iii) $189,017.99 cash and 2,911,000 broker’s warrants to IBK Capital Corp.

Each finder’s warrant is exercisable into shares of the company at prices of seven cents and 10 cents per share until the expiry date. Each broker’s warrant is exercisable to purchase one unit at an exercise price of seven cents per broker unit until the expiry date. Each broker unit consists of one share and one non-transferable warrant exercisable to purchase one share of the company at 10 cents per share until the expiry date.

James H. Hirst, a director of the company, purchased 100,000 units, and Dwayne Yaretz, corporate secretary and a director of the company, purchased 150,000 units in the private placement. As a result, the private placement is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions). The company is relying on sections 5.5(a) and 5.7(a) as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the private placement will exceed 25 per cent of the company’s market capitalization (calculated in accordance with MI 61-101).

All securities issued in the private placement are subject to the exchange hold period plus a hold period of four months and one day expiring on Aug. 30, 2022.

Option cancellations

The Company also announces that it has cancelled an aggregate of 250,000 incentive stock options previously granted to certain consultants on Sept. 28, 2020, and Oct. 13, 2021, at exercise prices of 13 cents and 26 cents per share.

Option grants

The company also announces that it has granted incentive stock options to purchase a total of 4,490,377 shares at an exercise price of seven cents per share for a period of five years to certain directors, officers and consultants in accordance with the provisions of its stock option plan.

Board changes

The company is also pleased to announce the appointment of Dr. Andreas Rompel as a member of the board of directors of the company, effective May 4, 2022.

With over 30 years in the industry, Dr. Rompel has gained a wealth of experience in the industry as a team leader, shaft geologist, divisional/chief geologist, exploration manager, project manager, country manager, head of department, corporate business development manager, director, vice-president of exploration and more recently as the CEO of Q Gold Resources and executive chairman of Jourdan resources. Dr. Rompel has worked in a variety of commodities, ranging from gold to platinum group elements and silver on the precious metal side, copper and nickel (base metals), to iron ore and thermal and coking coal (bulk commodities) and more recently in cobalt and lithium (battery raw materials). As part of a multidisciplinary team, he has assessed and technically reviewed capital projects within Anglo American for more than 10 years, and has been on the board of Spectrem (an Anglo-American company) as technical director. Before joining the Vancouver-based Cobalt Power Group as president and CEO, he investigated new business opportunities worldwide for Hochschild Mining PLC. Currently he holds the position of executive chairman for Jourdan Resources, and CEO and vice-president, exploration, for Q Gold Resources.

Concurrent with the appointment of Dr. Rompel, Mr. Hirst will step down as a member of the board of directors. The company wishes to thank Mr. Hirst for his contributions to the company and wishes him well in his future endeavours.

About Xander Resources Inc.

Xander Resources 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 Eldorado Gold’s (formerly QMX Gold) projects, and east of the North American lithium deposit, Great Thunder Gold’s Chubb lithium property and east of the Sayona Quebec’s Authier lithium deposit, all in the Val d’Or mining camp, plus its newly acquired nickel-sulphide project in Timmins, Ont., near Canada Nickel’s MacDiarmid and Crawford projects.

We seek Safe Harbor.

https://xanderresources.ca/