Xplore Announces Closing of Private Placement

Toronto, July 9, 2021 - Xplore Resources Corp. (TSXV: XPLR) ("Xplore or "the Company") is pleased to announce that it has closed a flow through private placement offering, for gross proceeds of $360,000, by the issuance of 3,600,000 flow through shares at a price of $0.10 per share. The funds will be used to complete initial exploration on gold properties in the Red Lake Mining Division of Ontario as well as follow up exploration at the Valk copper project in British Columbia.

In connection with this closing, the Company paid cash finders' fees totaling $5,250 to eligible finders. The proceeds of the offering shall be used for exploration activities that qualify as Canadian Exploration Expenses under the Income Tax Act (Canada). All of the securities issuable in connection with the offering are subject to a hold period expiring four months and one day after date of issuance.

An insider of the Company subscribed for common shares in this offering which resulted in related party considerations pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Xplore relied on the exemptions contained in section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(a) of MI 61-101 for an exemption from the minority approval requirement as the fair market value of the securities distributed under the offering, insofar as it involved interested parties, did not exceed 25% of Xplore's market capitalization.

The Company further announces that it has received an extension from the BC Registrar of Companies to hold its Annual General Meeting of Shareholders to no later than November 30, 2021. The Company intends to hold its Annual General Meeting prior to such date and will publish the various documents and notices required in connection with the meeting, and in accordance with securities legislation closer to the time.

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.

For additional information, please visit the Company's website at www.xploreresources.com.

ON BEHALF OF THE BOARD

"Wesley C. Hanson"
President & CEO

For further information, please contact:
Phone: +1 647-362-9675
Email: info@xploreresources.com

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 U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. 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. 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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89899