Mr. Colin Moorhead reports

MATERIAL UPDATE ON OFF-MARKET TAKEOVER BY BASTION MINING

Xanadu Mines Ltd. has provided an important update in relation to the off-market takeover offer by Bastion Mining Pte. Ltd. to acquire all the fully paid, ordinary shares in Xanadu.

The takeover board committee of Xanadu notes that Zijin Mining Group, the company's largest shareholder and joint venture partner, has accepted the Bastion offer for all shares that it holds in Xanadu. Together with Bastion's existing direct equity interest and acceptances received as of June 16, 2025, Bastion now holds a relevant interest of 29.67 per cent of Xanadu.

In light of Zijin's decision to accept the offer, the takeover board committee believes it is unlikely that a superior offer from an alternative third party will be made and reiterates its recommendation that shareholders accept the Bastion offer as soon as practicable (in the absence of a superior proposal and subject to the independent expert continuing to conclude that the offer is fair and reasonable). All members of the takeover board committee intend to accept the Bastion offer in respect of all Xanadu shares which they own or control by the close of the offer (in the absence of a superior proposal and subject to the independent expert continuing to conclude that the offer is fair and reasonable).

The offer is due to close at 7 p.m. Sydney time on July 1, 2025. While the offer currently remains subject to a number of conditions, Bastion has committed to declaring the offer unconditional when it acquires a relevant interest of 50.1 per cent of the Xanadu shares.

An electronic copy of the target's statement and updates in relation to the takeover offer is available on Xanadu's website.

About Xanadu Mines Ltd.

Xanadu is an Australian Securities Exchange- and Toronto Stock Exchange-listed exploration company operating in Mongolia. It 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 the TSX which jointly control a globally significant copper-gold deposit in its flagship Kharmagtai project together with its 50-50 joint venture partner Zijin Mining Group.

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