Xander Announces 10% Convertible Debenture Financing

Xander Resources Inc. (TSXV: XND) (the “Company”) is pleased to announce a non‐brokered private placement (the “Offering”) of 10% unsecured convertible debentures (the “Convertible Debentures”) for total gross proceeds of up to $75,000 at a price of $1,000 and integral multiples thereof per Convertible Debenture.

The Convertible Debentures will bear interest at 10% per annum (the “Interest”), from the date of issuance (the “Closing”), payable in arrears annually until the earlier of the Maturity Date (as defined below) or the date of any conversion thereof. The Convertible Debentures will mature on the date that is two (2) years from the date of issuance (the “Maturity Date”).

The Convertible Debentures are convertible into common shares in the capital of the Company (each, a “Share”), at the option of the holder, at a price of $0.05 per Share, at any time prior to the Maturity Date, subject to adjustment. At the time of any Interest payment, such Interest may be paid, at the option of the Company, in cash or by the issuance of Shares at the price per Share equal to the Market Price (as defined in the Policies of the TSX Venture Exchange (“TSXV”)), subject to adjustment.

The Company may prepay, in cash, any or all of the Convertible Debentures at any time prior to the Maturity Date upon not less than thirty (30) business days’ prior written notice for an amount equal to the principal amount of the Convertible Debentures then outstanding plus any accrued but unpaid Interest.

One or more insiders of the Company may acquire Convertible Debentures under the Offering. Such participation will be considered to be “related party transactions” as defined in Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI 61‐101”). This portion of the Offering will, however, be exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61‐101 as the Company is listed on the TSXV and the fair market value of the Convertible Debentures to insiders or the consideration paid by insiders of the Company is not expected to exceed 25% of the Company’s market capitalization. No new insiders are anticipated to be created, nor will there be any change of control as a result of the Offering.

Closing of the Offering remains subject to the acceptance of the TSXV. Finder’s fees may be payable in connection with the Offering. The Convertible Debentures and the Shares issuable upon conversion of the Convertible Debentures will be subject to a statutory hold period expiring on the date that is four months and one day after Closing. The Offering will be conducted by the Company utilizing the “accredited investor” exemption of National Instrument 45‐106 – Prospectus and Registration Exemptions and also other applicable exemptions available to the Company.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the 1933 Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors,

Dwayne Yaretz
Dwayne Yaretz, Chief Executive Officer

Tel: 778‐709‐3398
Email: xanderresources@gmail.com

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