Xanadu Mines : ASX Listing 14.7 Waiver

ASX ANNOUNCEMENT

AND MEDIA RELEASE

By electronic lodgment | Page 1 of 1

24 April 2019

Waiver from Listing Rule 14.7

Xanadu Mines Ltd (ASX:XAM, TSX:XAM) (Xanadu or the Company) today announces that the ASX has provided a waiver from Listing Rule 14.7 to the extent necessary to permit the Company not to comply with the voting exclusion statement in the notice of meeting dated 29 March 2019 in relation to the resolution for the purposes of Listing Rule 7.4 to ratify the issue of 58,823,530 fully paid ordinary shares and 29,411,759 options so that the Company need not disregard votes cast on the resolution by shareholders who participated in the issue, to the extent only that those holders are acting solely in a fiduciary, nominee or custodial capacity ("Nominee Holders") on behalf of beneficiaries who did not participate in the issue, on the following conditions.

1.1.The beneficiaries provide written confirmation to the Nominee Holders that they did not participate in the issue, nor are they an associate of a person who participated in the issue.

1.2.The beneficiaries direct the Nominee Holders how to vote on the Resolution.

1.3.The Nominee Holders do not exercise discretion in casting a vote on behalf of the beneficiaries.

1.4.The terms of the waiver are immediately released to the market.

For further information, please contact:

Andrew Stewart

Chief Executive Officer

T:[phone]

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