Xander Resources Announces Private Placement of up to $2,000,000

(TheNewswire)

Vancouver, British Columbia TheNewswire - February 9, 2022 Xander Resources Inc. ("Xander" or the "Company") (TSXV:XND) (OTC:XNDRF) (FSX:1XI) is pleased to announce that, subject to the approval of the TSX Venture Exchange (the " Exchange "), it has launched a non-brokered private placement (the " Private Placement ") of up to $2,000,000 with the assistance of IBK Capital Corp. from the sale of the following:

• up to 14,285,714 units (the Units ") at $0.07 per Unit for gross proceeds of up to $1,000,000; and

• up to 10,526,315 charitable and national flow-through units (collectively, the Flow-Through Units ") at a price of $0.095 per Flow-Through Unit for gross proceeds of up to $1,000,000.

Each Unit will consist of one common share of the Company (a " Share ") and one transferable common share purchase warrant (a " Warrant ") exercisable at $0.10 per Share for a period of three (3) years from the date of closing (the " Expiry Date ").

Each Flow-Through Unit will consist of one flow-through common share of the Company and one Warrant exercisable at a price of $0.10 per Share until the Expiry Date.

The net proceeds from the Private Placement will be used for exploration at Xander's Timmins Nickel Project (the " Property ") and general working capital.

The final closing of the Private Placement is expected to occur on or before Monday, February 28, 2022. Completion of the Private Placement is subject to certain conditions, and receipt of all necessary regulatory approvals.

All securities issued in the Private Placement are subject to the Exchange hold period, plus a hold period of four months and one day following the closing date of the Private Placement. Finder's fees may be payable in accordance with the policies of the Exchange.

Deepak Varshney, Xander CEO, said, "We are pleased to announce this Private Placement, which will be used to expand our exploration program at our Timmins Nickel Project. The financing illustrates the significant investor interest and support for Xander in our exploration efforts and we are thrilled to have IBK Capital as a partner moving forward as we advance the Timmins Nickel Project."

Timmins Nickel Project

Exploration at the Timmins Nickel Project in 2022 will include:

• Completing geophysical surveys and 3D inversion modelling to refine existing targets identified by historic work.

• Completing a 10-hole, 2,500-metre core drilling program at its North Claim block.

• Completing a 3-hole, 1,200-metre core drilling program at its South Claim block.

The Property consists of two (2) separate mineral claim blocks and is located within the Timmins mining camp in Ontario, Canada, a highly prolific mining complex with over 100 hundred years of history and well supported by major infrastructure including highways, rail, and relatively inexpensive hydroelectric power.

The "North Block" consists of 236 claims located approximately 21 kilometres west of Canada Nickel Company's (CNC's) Crawford Project (as shown in Figure 1 below) where CNC has completed a preliminary economic assessment only 20 months after the commencement of exploration drilling that indicates 25-year mine with an after-tax NPV 8% of $1.2 billion i . It is also situated southwest of Kingsmill, Mahaffy-Aubin, and Nesbitt North, properties acquired from Noble Mineral Exploration by Canada Nickel through option agreements earlier in 2021 ii .

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Figure 1 - Location of the "North Claim Block"

The "South Block" consists of 50 claims contiguous to Canada Nickel's MacDiarmid Project (as shown in Figure 2 below) where in May 2021, Canada Nickel announced a secondary discovery through the identification of significant intersections of mineralized dunite similar to the average mineralization initially discovered at Crawford. Geophysical surveys reveal that the MacDiarmid target to be approximately 1.8 kilometres long indicating a structural footprint averaging 400 meters in width – 15% larger than Canada Nickel's original Crawford's Main Zone discovery iii .

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Figure 2 - Location of the "South Claim Block"

Qualified Person

The technical content of this news release has been reviewed and approved by Mr. Andrew Tims, P.Geo., a qualified person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects .

About Xander Resources Inc.

Xander Resources Inc. is a Canadian mineral acquisition and exploration company based in Vancouver, BC, 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, Quebec, including the Senneville Claim Group which comprises over 100 sq. km 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, Ontario near Canada Nickel's MacDiarmid and Crawford Projects.

We seek Safe Harbor

ON BEHALF OF THE BOARD OF DIRECTORS

Deepak Varshney, P.Geo., President and CEO

For more information, please email ir@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 includes "forward-looking information" under applicable Canadian securities legislation including, but not limited to, the anticipated closing of the Transaction and private placement. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and 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 which 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. There are no assurances that the Company will successfully complete the Transaction and the private placement on the terms contemplated or at all. All forward-looking information contained in this news release is qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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 referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

i Preliminary Economic Assessment, titled "Crawford Nickel-Sulphide Project National Instrument 43-101 Technical Report and Preliminary Economic Assessment", Effective Date of May 21, 2021

ii https://canadanickel.com/wp-content/uploads/2021/04/20210422-Canada-Nickel-Acquires-Option-Properties-final.pdf

iii https://canadanickel.com/wp-content/uploads/2021/10/2021-10-26-East-Zone-High-Grade-vFinal2.pdf

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