January 3, 2024

Press Release

Ximen Mining Closes Financing

Vancouver, B.C., January 3, 2024– Ximen Mining Corp. (TSX.v: XIM) (FRA: 1XMA) (OTCQB: XXMMF) (the “Company” or “Ximen) is pleased to announce that it has closed the non-brokered private placement originally announced on December 15, 2023 by issuing 2,500,000 flow through units at a price of $0.20 for gross proceeds of $500,000. Each Flow-Through unit consists of one common share that qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional non-flow through common share at the price of $0.25 for 36 months after closing.

The net proceeds from the Offering will be used by the Company for exploration expenses on the Company’s British Columbia mineral properties.

The Company paid a cash commission of $16,000 and issued 80,000 finders warrants to Qwest Investment Fund Management Ltd. The finder warrants are valid for 3 years from closing with an exercise price of $0.20. The Company also paid a cash commission of $2,240 and issued 11,200 finder warrants to PI Financial Corp. and paid a cash commission of $4,400 and issued 22,000 finder warrants to Canaccord Genuity Corp. These finder warrants are valid for 3 years from closing with an exercise price of $0.25

The financing closed in two tranches with the first tranche of 1,000,000 shares having a hold period until April 21, 2024 and the second tranche of 1,500,000 shares subject to a hold period expiring April 29, 2024.  The closing of this private placement financing is subject to final TSX-V approval.

The flow through shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the flow through shares will be used to incur eligible resource exploration expenses which will qualify as (i) Canadian exploration expenses (as defined in the Tax Act), and (ii) as flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the Tax Act). Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2024, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2023.

Mr. Anderson a director and/or officer of the Company, participated in the Offering constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Company relied on section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of the Company’s market capitalization.

On behalf of the Board of Directors,

Christopher R. Anderson,
President, CEO and Director
604 488-3900

Investor Relations: 604-488-3900, ir@XimenMiningCorp.com

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