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Xali Gold Options High Sulphidation Gold Project in Central Peru

Mergers & Acquisitions Property Options & Staking

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Xali Gold Options High Sulphidation Gold Project in Central Peru

Vancouver, British Columbia – September 5, 2024 - Xali Gold Corp. (TSXV:XGC) ("Xali

Gold”) or (“the Company”) is pleased to announce that it has resumed exploration

activities in Peru by optioning the Majo Project, located in South-Central Peru, from Alpha

Mining S.A.C. (“Alpha”).

"We are thrilled to be in the position to renew our focus on exploration within a proven

high sulphidation epithermal belt in South-Central Peru. Our team's extensive experience

in this area, coupled with such promising historical exploration results from the Majo

Project, are the perfect opportunity to develop the untapped potential of the belt. With our

Mexican assets progressing well in the hands of capable partners , we are eager to apply

our expertise to advance the Majo Project and unlock it's potent ial," states Matthew

Melnyk, Director and Structural Geologist.

The Majo Project is located in a known gold and silver high sulphidation epithermal belt in

South-Central Peru where several major companies including Teck, Sumitomo, Fresnillo,

Rio Tinto and Pan American Silver hold significant land packages and various deposits

have been delineated including Corihuarmi, Pico Machay, Breapampa, Minasnioc, San

Genaro, Ccarhuaraso and Palla Palla.

Previous work has identified anomalous levels of gold and silver across an area extending

over 1.0 km in length and 0.5 km in width , associated with Miocene-Pliocene magmatic

activity and NW-SE structural controls. Host rocks are part of a package of Oligocene and

Pliocene volcanic rocks similar to those hosting the Yanacocha, Alto Chicama, Pierina,

Poracota, Arasi and Aruntani deposits (see Figure 1 below).

Rock chip samples contain anomalous levels of gold ranging from 0.1 to 7.7 grams per

tonne (“gpt”) in hydrothermally altered rocks with vuggy silica, massive silica, silica -

alunite alterations and hydrothermal breccia s in outcrops within the gold -silver

anomalous zone . No trenching or pitting has been conducted to date to explore areas

where bedrock is hidden by alluvial cover.

Although the property has never been drilled , drill targets have be en identified by third

parties and some Environmental and Social Impact Assessment (“ ESIA”) work has been

conducted towards drill permits . Xali Gold will conduct their own fieldwork to better

refine drill targets already identified and potentially find additional targets.

NEWS RELEASE

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Figure 1: Majo Project Location with Oligocene-Pliocene Epithermal Belt of Peru

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Xali Gold and Alpha have entered into a binding Memorandum of Understanding (“MOU”)

with the following terms to acquire 100% interest in the Majo Project:

1) Pay all Annual Mining Fees commencing with those due in June 2024 (paid);

2) Issue 50,000 shares in Xali Gold on signing the Definitive Agreement;

3) Issue 100,000 shares within 30 days of receiving the first drilling permit;

4) Pay $50,000 cash upon the closing of a financing by Xali Gold for the drill program

(minimum financing of $1,000,000);

5) Execute a drill program of a minimum of 3,000 metres;

6) Deliver $100,000 in cash or shares 12 months after receiving drilling permits;

7) Deliver $150,000 in cash or shares 24 months after receiving drilling permits;

8) Deliver $200,000 in cash or shares 36 months after receiving drilling permits; and

9) Grant a 1.5% net smelter return to Alpha, with a buyout option of $1.5M in cash or

shares.

A Definitive Agreement will replace the MOU.

About Xali Gold

Xali Gold holds gold and silver exploration and development projects in Peru and Mexico.

The Mexican projects all have partners inve sting in and deve loping them . Xali Gold

maintains 100% of the rights to new discoveries at El Oro and plans to drill there as soon

as underground access is developed.

Xali Gold’s flagship project is El Oro which is a district scale gold project encompassing a

well-known prolific high -grade gold dominant gold -silver low-sulphidation epithermal

vein system in Central Mexico. Approximately 6.4M ozs of gold and 74M ozs of silver were

reported to have been produced from just two veins (Ref. Mexico Geological Service

Bulletin Nr. 37, Mining of the El Oro and Tlapujahua Districts , 1920, T. Flores). Xali Gold

has identified the potential for a stacked boiling system which may have precipitated gold

and silver over vertical extents much greater than the historic workings of the veins mined

to date at El Oro. This indicates that several of the El Oro district’s veins hold excellent

discovery potential, particularly below and adjacent to the historic workings.

Xali Gold is dedicated to being a responsible Community partner.

Joanne C. Freeze, P.Geo., President and CEO is the Qualified Person as defined by National

Instrument 43 -101 for the projects discussed above. Ms. Freeze ha s 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

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For further information please contact:

Joanne Freeze, President & CEO

Tel: + 1 (604) 512 3359

[email protected]

Forward-looking Information

This news release may contain forward -looking information (as such term is defined under Canadian

securities laws) including but not limited to historical production records. While such forward -looking

information is expressed by Xali Gold in good faith and believed by Xali Gold to have a reasonable basis, they

may address future events and conditions and are therefore subject to inherent risks and uncertainties

including those set out in Xali Gold’s MD&A. Factors that cause the actual results to differ m aterially from

those in forward -looking information include, without limitation, gold prices, results of exploration and

development activities, regulatory changes, defects in title, availability of materials and equipment,

timeliness of government approvals, potential environmental issues, availability of capital and financing and

general economic, market or business conditions. 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.

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