Xali Gold to Close First Tranche of Private Placement December 19, 2025
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Not for dissemination in the United States or for distribution to U.S. Newswire Services
Xali Gold to Close First Tranche of Private Placement December 19, 2025
Vancouver, British Columbia, December 17, 2025. Xali Gold Corp. (TSXV:XGC) ( “Xali Gold” or the
“Company”) is pleased to announce that it plans to close the first tranche of the previously
announced non–brokered private placement (the “Private Placement”) on December 19 th, 2025,
raising approximately C $1 Million. A second tranche of approximately C$0.5 Million is planned to
close on or about Tuesday, December 23rd, 2025 .
Funds raised in the first tranche will cover the US$500,000 payment due to Pan American Silver Corp.
upon closing of the acquisition of the Pico Machay Property (“Pico Machay” or the “Property”) , an
advanced exploration stage project in Peru with a near-term production goal, as announced in the
Company’s October 24th, 2025 news release.
The Private Placement is expected to generate gross proceeds of approximately C$1, 500,000
through the sale of 15,000,000 units (the “Units”) . Closing of both the Private Placement and the
acquisition of Pico Machay is subject to TSX Venture Exchange (“TSXV”) approval.
“We are very pleased with the strong participation from Peruvian investors in this financing,
alongside continued support from long-term shareholders and our management team,” said Joanne
Freeze, Xali Gold President and CEO. “ Their involvement underscores the strength of our local
expertise and relationships, and reinforces our commitment to advancing the Company’s objectives
in close partnership with stakeholders in Peru.”
The Private Placement will be completed at a Unit price of C$0.10 per Unit to raise gross proceeds
of approximately C$1,500,000. Each Unit will consist of one common share of the Company (a
“Share”) and one-half share purchase warrant (each whole being a “Warrant”). Each Warrant will be
exercisable for one additional share of the Company (a “Warrant Share”) for 18 months at a price of
C$0.20 per Warrant Share, subject to an Accelerated Expiry. If at any time after April 19th, 2026 (or
such later date as may be four months from the closing of the Private Placement) , the Company’s
common shares have a closing price on the TSXV at or above a price of C$0.30 per share for a period
of 10 consecutive trading days, the Company may give notice by news release that the expiration of
the Warrants will be accelerated to 40 days from the date of providing such notice. Both the Shares
and any Warrant Shares issued on exercise of the Warrants will be subject to a mandatory four month
and one day hold period commencing the day of closing of the Private Placement.
Approximately 75% of the gross proceeds of the Private Placement will be allocated to the
acquisition and exploration of Pico Machay, with the balance directed towards working capital and
general corporate purposes.
Finder’s fees of 6% in cash and 6% in non-transferrable finder warrants, may be paid on a portion of
the Private Placement in accordance with the policies of the TSXV.
NEWS RELEASE
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If aggregate subscriptions for Units under the Private Placement exceed the maximum number of
Units to be sold, Xali Gold may, subject to TSXV approval, increase the size of the Private Placement
or subscriptions will otherwise be accepted on a “first-come, first-served” basis.
This news release does not constitute an offer of securities for sale in the United States. The
securities being offered have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and such securities may not be offered or sold within the
United States absent U.S. registration or an applicable exemption from U.S. registration
requirements.
About Xali Gold
Xali Gold is a gold and silver exploration company focused on advancing opportunities in the
Americas. The Company is focused on completing the acquisition, exploration and development of
Pico Machay , an advanced exploration stage gold project in South America with a near -term
production goal. Xali Gold maintains exploration potential as well as two royalty agreements with
third parties who have the rights to produce gold and silver from specific areas of the El Oro gold -
silver Project in Mexico, a histori c district-scale system with a long history of significant gold and
silver production.
Xali Gold is dedicated to being a responsible Community partner.
Joanne C. Freeze, P.Geo. is a Qualified Person as defined by National Instrument 43 -101 and has
reviewed and approved the contents of this release.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
On behalf of the Board of Xali Gold Corp.
“Joanne Freeze” P.Geo.
President, CEO and Director
For further information please contact:
Joanne Freeze, President & CEO
Tel: + 1 (604) 512-3359
Forward-looking Disclaimer
This press release contains forward-looking information within the meaning of Canadian securities laws (“forward-looking
statements”). Forward -looking statements are typically identified by words such as: believe, expect, anticipate, intend,
estimate, plan s, postulate and similar expressions, or are those, which, by their nature, refer to future events. All
statements that are not statements of historical fact are forward-looking statements.
Forward-looking statements in this press release include, without limitation: the number of units in the Private Placement;
the closing of the Private Placement and the timing of the closing; and the use of closing proceeds for acquisition of Pico
Machay. These forward-looking statements are made as of the date of this press release. Although the Company believes
the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and
assumptions in such statements w ill prove to be correct. The Company cautions investors that any forward -looking
statements by the Company are not gua rantees of future results or performance, and are subject to risks, uncertainties,
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assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied
by such forward-looking statements.
Known risk factors and assumptions include risks associated with exploration and project development; accessing further
funding and related dilution: continuing its projected growth, or being fully able to implement its business strategies; the
calculation of mineral resources and additional work required to convert historical resources to current mineral resources;
the nature, quality and quantity of any mineral deposits that may be located on the project; operational risks associated
with mining and miner al processing; fluctuations in metal prices and assumptions including costs; title matters;
government regulation; obtaining and renewing necessary consents, authorizations, licenses and permits; environmental
liability and insurance; reliance on key perso nnel; local community opposition; currency fluctuations; labour disputes;
competition; variations in market conditions, and the volatility of our common share price and volume; future sales of
shares by existing shareholders; and other risk factors describ ed in Xali Gold’s MD&A and other filings with Canadian
securities regulators, which may be viewed at www.sedarplus.ca. Although we have attempted to identify important factors
that could cause actual actions, events or results to differ materially from those described in forward -looking statements,
there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward -looking statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. Xali Gold expressly disclaims any intention or obligation to update or revise any forward -
looking information, whether as a result of new information, future events or otherwise, except in accordance with
applicable securities laws.