Xplore Resources Provides Update on the Diamond Mountain Transaction and Other Corporate Updates

Toronto, Ontario–(Newsfile Corp. – August 16, 2022) – Xplore Resources Corp. (TSXV: XPLR) (“Xplore” or “the Company”), announces that further to its news release of June 7, 2022, it has reached an agreement with Revival Gold Inc. (“Revival”) to extend the “Outside Date ” noted in the Mining Property Purchase Agreement with Revival dated June 6, 2022 (the “Purchase Agreement”) to September 30, 2022. All other terms and conditions of the Purchase Agreement remain unchanged.

The Diamond Mountain phosphate project (“Diamond Mountain”) is a 547-hectare (“ha”) State Mining Lease (“State Lease”) with a historic measured and indicated resource estimated to be 26.8 million tonnes (“Mt”) averaging 19.67 % P2O5 in addition to an inferred resource estimated at 23.1 Mt averaging 19.67% P2O5. The mineral resource estimate is supported by the Technical Report titled “Technical Report, Diamond Mountain Phosphate Project, Uintah County, Utah” authored by LDHenchel, P.Geo, PG, with an effective date of September 11, 2014. The Technical Report is available on SEDAR under Revival’s filings.

Terms of the Purchase Agreement:

Under the terms of the Purchase Agreement, which is subject to TSX Venture Exchange (the “Exchange”) approval, Xplore may acquire up to a 51% interest in the Diamond Mountain phosphate project and may be earned with the following terms.

• C$250,000 cash payment on closing of transaction (“Closing”);

• C$250,000 cash payment on the first anniversary of Closing; other

Issuance to Revival of such number of common shares in the capital of Xplore (the “Payment Shares”) as is equal to 19.9% ​​of Xplore’s issued capital. Closing of transaction is subject to the completion of a minimum C$5 million financing by Xplore, terms of which will be announced by way of a subsequent news release.

Wes Hanson, President and CEO of Xplore notes: “We continue to believe Diamond Mountain represents a rare opportunity to acquire and develop a high value phosphate resource in the continental United States. The ease of access, surrounding infrastructure, demonstrated resource value and strong demand growth in the phosphate sector all suggest that Diamond Mountain represents a value creation opportunity.We believe general market conditions held back investment in our proposed financing.Our financial advisors have suggested that market sentiment is becoming increasingly positive,and that we should be able to complete the financing and close the transaction with Revival Gold by the revised Outside Date.”

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Issuance of the Payment Shares and its underlying securities shall be subject to the receipt of regulatory approvals including, without limitation, the final approval of the Exchange and other conditions.

Perrigo Lake

The Company further announces that it has issued 120,000 common shares to Solstice Gold Corp. pursuant to an option agreement announced on August 20, 2021 with respect to the Perrigo Lake Property (see news release August 21, 2021 for further information).

qualified person

Mr. Wes Hanson, P.Geo., President & CEO of Xplore and registered in the Province of Ontario is the “Qualified Person” under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and is responsible for the technical contents of this news release and has approved the disclosure of the technical information contained in it.

About Xplore Resources (TSXV: XPLR)

Xplore Resources is a Toronto based mining exploration company listed on the TSX Venture Exchange under symbol XPLR and is focused on the acquisition and development of copper and gold projects in the Americas. The Company is led by a highly experienced management team and is comprised of industry experts with executive and senior management experience in geology, banking, private equity, investor relations and law.

ON BEHALF OF THE BOARD

“Wesley C Hanson”
Presidents & CEOs

For further information, please contact:

Phone: +1 647-362-9675
Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A US PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

Notice on forward-looking statements:

Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Xplore cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond Xplore’s control. Such factors include, among other things: risks and uncertainties relating to Xplore’s ability to complete the proposed transaction; and other risks and uncertainties, including those to be described in the Filing Statement to be filed by Xplore on SEDAR.com. Accordingly, actual, and future events, conditions and results may differ materially from the estimates, beliefs, intentions, and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Xplore undertakes no obligation to publicly update or revise forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/134044