Mr. Colin Moorhead reports

UPDATE ON EXTRAORDINARY GENERAL MEETING - EXTENSION OF ZIJIN PUT OPTION AND EXCLUSIVITY ARRANGEMENTS

Xanadu Mines Ltd. refers to its news release dated March 12, 2025, in relation to an extraordinary general meeting (EGM), to be held on Friday, April 11, 2025.

The EGM included a resolution to approve the exercise of a put option previously granted by the company's major shareholder and joint venture partner, Zijin Mining Group Co. Ltd., to allow the company to dispose of a 25-per-cent interest in Khuiten Metals Pte. Ltd. (25-per-cent put option). This resolution shall be withdrawn until further notice and will not be considered at the EGM, as the company has now entered into a deed of variation pursuant to which the parties have agreed to extend the term of the 25-per-cent put option by at least 30 days following the expiry of the exclusivity agreement entered into between the parties (see below for further details).

The extension of the term of the 25-per-cent put option has been entered into in order to allow the parties to continue discussions in respect of a range of potential corporate transactions. The company has granted Zijin a period of exclusivity (no shop, no talk and no due diligence restrictions, and a notification right, each subject to customary exceptions) pursuant to an exclusivity agreement in this regard.

The board has formed a committee of independent directors led by the company's executive chairman and managing director, Colin Moorhead, in relation these matters.

The independent board committee considers this to be a prudent step for it to take given it provides the committee with additional time to explore these other potential transactions with Zijin, while at the same time not losing the ability to exercise the 25-per-cent put option (subject to shareholder approval).

Xanadu will keep the market informed of any material developments relating to this matter in accordance with continuous disclosure requirements. Until then, there is no need for Xanadu shareholders to take any action. Shareholders are cautioned that there is no guarantee than any transaction will eventuate with Zijin or any party.

About Xanadu Mines Ltd.

Xanadu is an Australian Securities Exchange- and Toronto Stock Exchange-listed exploration company operating in Mongolia. The company gives investors exposure to globally significant, large-scale copper-gold discoveries and low-cost inventory growth. Xanadu maintains a portfolio of exploration projects and remains one of the few junior explorers on the ASX or TSX that jointly control a globally significant copper-gold deposit in its flagship Kharmagtai project, together with its 50-50 JV (joint venture) partner, Zijin Mining Group.

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