Xplore Resources Announces Private Placement Financing

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Toronto, Ontario–(Newsfile Corp. – June 21, 2022) – Xplore Resources Corp.. (TSXV:XPLR) (“Xplorer or the “Company”), is pleased to announce a non-brokered private placement of a minimum of 62,500,000 Units (the “Units”) $0.08 per Unit for gross proceeds of at least $5,000,000, (the “Offer”).

  • Each unit will consist of one ordinary share of Xplore (one “Common Sharing”) and one-half non-transferable common share purchase warrant (each whole common share purchase warrant, one “To guarantee”).
  • Each whole warrant will be exercisable to purchase one common share of Xplore at a price of $0.12 per share until the second anniversary of the closing date of the offering (the “Closing Date”).

Completion of the Offering is subject to the receipt of gross proceeds of $5,000,000 (the “Minimum bid“). Xplore intends to use the net proceeds of the offering for the technical advancement of the Diamond Mountain Phosphate Project (“Diamond Mountain”), the acquisition of which (the “Acquisition“) was announced on June 7, 2022, general working capital, and to enable the Company to operate additional battery metals assets. Completion of the Offering is subject to the satisfaction of certain conditions, including the approval of the TSX Venture Exchange (the “Swap“). Completion of the Acquisition is subject to the achievement of the Minimum Bid.

All securities issued under the Offering will be subject to a hold period of four months from the date of closing. Xplore Insiders intend to subscribe to a portion of the offering, subject to regulatory approval. Finder’s fees payable in cash equal to 7% of the gross proceeds raised may be paid to eligible intermediaries or other third parties in connection with this offering. Finder’s Warrants entitling holders to acquire up to 7% of the Units under the Offer may also be paid to eligible intermediaries or other third parties. Xplore has engaged Stifel Nicolas Canada Inc. to provide advisory services on the acquisition.

Wes Hanson, President and CEO of Xplore, notes, “We are excited about our potential acquisition of the Diamond Mountain phosphate project in Utah. This acquisition advances our strategy of creating stakeholder value through the acquisition and exploration of a portfolio of high quality battery metals. assets in low-risk jurisdictions. We believe that Diamond Mountain is a high-grade phosphate opportunity located in Utah, USA, ranked as the eleventh best mining jurisdiction in the world by the Fraser Institute. With an existing high-grade phosphate resource, upside exploration, existing infrastructure, and low environmental and social permitting risks, management believes Diamond Mountain offers compelling value acquisition. agriculture and lithium iron phosphate (LFP) battery production provide near and long-term phosphate demand We expect to apply for exploration permits as soon as funding closes with the goal of drilling at the end of the third quarter 2022. Drilling should focus on converting the current inferred mineral resources to measured and indicated classification as quickly as possible and the collected phosphate ore should be used to evaluate the metallurgical characteristics of the phosphate. The world needs phosphate for food production, biofuel production and electric vehicle battery production. Global events continue to demonstrate the need for local solutions to global supply chain disruptions. We offer the project, the team and the partners to move Diamond Mountain forward to meet the anticipated growth in demand in Canada and the United States. »

Market creation

The Company is also pleased to announce that it has entered into a market making agreement (the “OK”) with Independent Trading Group (“ITG”), pursuant to which ITG has agreed to provide market making services to the Company in accordance with the policies of the Exchange and applicable laws.

ITG will trade the Company’s shares on the Exchange and other available trading venues in an effort to maintain a reasonable market and improve the liquidity of the Company’s common stock.

The agreement comes into force on June 19e, 2022, and will automatically extend for successive one-month terms, unless terminated by either party on 30 days’ notice. In consideration for the services provided by ITG pursuant to the Agreement, ITG will receive compensation of $5,000 per month, payable monthly in advance, and will be paid by the Company from its working capital resources. There are no performance factors contained in the Agreement and ITG will not receive shares, options or other securities as compensation. Capital used for market making will be provided by ITG, and no third parties will provide funds or securities for market making activities.

ITG is an independent private broker based in Toronto, Ontario that offers a wide range of financial and investment services. ITG is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund (CIPF) and can access all Canadian stock exchanges and alternative trading systems. ITG and the Company are unrelated and unaffiliated entities and, at the time of the Agreement, neither ITG nor its principals have any interest, directly or indirectly, in the Company’s securities or any right or intention to acquire such an interest. The deal is subject to stock exchange approval.

About Diamond Mountain

Diamond Mountain is an advanced stage phosphate exploration project located in Uintah County, Utah. The property is a 547 hectare state mining lease (“State lease“) which offers an existing measured and indicated resource estimated at 26.8 million tonnes (“Mountain“) with an average of 19.67% P2O5 in addition to an estimated inferred resource of 23.1 Mt with an average of 19.67% P2O5. The Mineral Resource estimate is supported by the technical report titled “Technical Report, Diamond Mountain Phosphate Project, Uintah County, Utah” prepared by LD Henchel, P.Geo, PG, with an effective date of 11 September 2014. The project is abutted to the west by the Vernal phosphate mine and the Simplot Corporation beneficiation complex, which has been in operation since the 1960s. Previous work on the property was carried out by US Steel Corp and Revival Gold Inc. Diamond Mountain is, in the opinion of management, considered a top ten, undeveloped, P2O5 deposits that are not currently owned by a major fertilizer producer, with an upper quartile P2O5 possibility of grade in situ.

About Xplore Resources (TSXV: XPLR)

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

Qualified persons

Mr. Wes Hanson, P. Geo., President and Chief Executive Officer of Xplore and registered in the Province of Ontario is the “Qualified Person” under National Instrument 43-101 Disclosure Standards for Mining Projects (“NI 43-101”) and is responsible for the technical content of this press release and has approved the disclosure of the technical information contained herein.

Additional information about the Company’s financial statements, technical reports, material change reports, press releases and other information may be obtained on SEDAR at www.sedar.com.

“Wesley C. Hanson”
President and CEO

For more information, please contact:

Phone: +1 647-202-7686
E-mail: [email protected]


The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”), or any law securities law, and therefore may not be offered or sold in the United States except in compliance with the registration requirements of United States securities law and applicable state securities requirements. or under exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction.

Notice Regarding Forward-Looking Statements:

The information in this press 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 important factors, many of which are beyond Xplore’s control. These factors include, among others: the 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 by the forward-looking information. Except to the extent required by applicable securities laws, Xplore undertakes no obligation to publicly update or revise any forward-looking information.


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