Xplore Resources to Acquire 51% Interest in Diamond Mountain Phosphate Project

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Toronto, Ontario–(Newsfile Corp. – June 7, 2022) – Xplore Resources Corp.. (TSXV:XPLR) (“Xplorer or the “Company”), is pleased to announce that it has entered into a definitive agreement (the “OK”) to acquire a 51% interest in the Diamond Mountain phosphate project (“Diamond Mountain” Where the “Project”) of Revival Gold Inc. (“The comeback”). The project is located approximately 30 km northeast of Vernal, Utah. The remaining 49% interest is held by Utah Mineral Resources LLC. (“UMR”).

Diamond Mountain 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 LDHenchel, P.Geo, PG, with an effective date of 9/11 2014. The technical report is available on SEDAR under Revival’s issuer profile at www.sedar.com.

Diamond Mountain is strategically located adjacent to Simplot Phosphates, LLC, a current producer of high quality phosphate concentrates which are transported by pipeline to their fertilizer processing plant in Rock Springs, Wyoming, where they are converted into various fertilizer products. .

Phosphate mineralization at Diamond Mountain was originally identified by US Steel Corp. in the mid-1960s. US Steel completed 23 diamond drill holes in and around the Diamond Mountain claims. In 2014, Revival (formerly Strata Minerals Inc.) completed 14 additional drill holes, most of which are drilled into the acquired mining lease. This drilling forms the basis of the mineral resource estimate described in the aforementioned technical report. 100% of the mineral resources currently identified are within the existing state mining lease which is administered by the State of Utah School and Institutional Lands Administration (“SITLA“) (Ref. Figure 1.0).

Terms of Agreement:

Under the terms of the agreement, which is subject to the TSX Venture Exchange (the “Swap”), Xplore may acquire up to a 51% interest in the Diamond Mountain phosphate project and may be acquired subject to the following conditions.

  • Cash payment of CA$250,000 upon closing of the transaction (“Closing”); and
  • Cash payment of C$250,000 on the first anniversary of closing; and
  • Issuance to Revival of such number of ordinary shares in the capital of Xplore (the “Payment Shares”) is equal to 19.9% ​​of the issued capital of Xplore upon completion of the financing, as set out below; and
  • Closing of the transaction is subject to the completion of at least C$5 million in financing by Xplore. Further funding details will be announced by Xplore in a subsequent press release.

Closing of the transaction is expected to be completed by the end of June 2022.

A financial advisory fee to an arm’s length party consisting of 2,000,000 Xplore shares may be issued by Xplore in consideration for introducing Xplore into Revival and for other financial advice provided under the acquisition, upon completion of the purchase of Revival’s interest in Diamond Montagne and subject to Exchange approval.

Wes Hanson, President and CEO of Xplore, notes, “We are very pleased to have reached an agreement with Revival to acquire an initial 51% interest in the Diamond Mountain phosphate project. Our financial advisors suggest strong underlying fundamentals in phosphate supply and demand with projected long-term demand growth of at least 2% per year based on agricultural demand alone. It is one of the top ten undeveloped phosphate projects in the world that is not owned by a major fertilizer producer. Located in the state of Utah, in a This resource-driven economic enclave where phosphate ores have been continuously mined since the 1960s has made it a compelling acquisition to consider. We see an opportunity to convert quickly and in a cost-effective manner the inferred resources currently identified to the measured and indicated classification through systematic exploration drilling. I believe Diamond Mountain provides both short-term and long-term value creation for our shareholders, especially in light of the past few years. t disruptions in global phosphate deliveries and a further increase in demand due to the resurgence of lithium-iron-phosphate “LFP” batteries for the booming electric vehicle market.”

The issuance of Payout Shares will be subject to the receipt of regulatory approvals, including, without limitation, final Stock Exchange approval.

Revival Gold acquired its 51% interest in Diamond Mountain for exploration expenditures totaling approximately C$1.2 million through a joint venture agreement with Utah Minerals Resources LLC in December 2014.

Figure 1.0 – Current Mineral Resource – Diamond Mountain Project

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 person

Mr. Wes Hanson, P. Geo., President and CEO 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.

ON BEHALF OF COUNCIL

“Wesley C. Hanson”
President and CEO

For more information, please contact:

Phone: +1 647-202-7686
E-mail: This email address is protected from spam. You need JavaScript enabled to view it.

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

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

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 that will 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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