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Xali Gold Signs New Exploration and Production Agreement on El Dorado

Corporate Updates

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Xali Gold Signs New Exploration and Production

Agreement on El Dorado

Vancouver, British Columbia, May 20, 2021. Xali Gold Corp. (TSXV:XGC) ("Xali Gold”

and/or the “Company” ) is pleased to advise that the company has signed a new

Exploration and Production Agreement (“EPA”) with Ingenieros Mineros, S.A. de C.V.

(“IMSA”) on the El Dorado Gold-Silver Project, located in Nayarit State, Mexico. The EPA

gives Xali Gold the right to explore and produce gold, silver and other metals for life of

mine.

Under the EPA, Xali Gold has the obligation to pay IMSA the following (all amounts are

in US$):

• $30,000 per year until the commencement of commercial production, maximum of 5

years;

• A minimum of US$60,000 per year after 5 years or upon commencement of

production;

• During commercial production a net smelter royalty (“NSR”) of:

• 3.5% until payments reach an aggregate amount of $350,000; of which $200,000

is payable in cash and $150,000 in XGC shares (using a 30 day VWAP (volume

weighted average share price))

• 3.0% to an aggregate of $600,000

• 2.5% to an aggregate of $850,000

• 1.0% through the Life of Mine/Operations

• All annual payments are to be credited towards the NSR payments

Once in production, mineralization is planned to be processed in the nearby SDA plant

under acquisition from Magellan Acquisitions. In preparation for production, Xali Gold

is actively preparing the requisite permit applications as well as those required to conduct

precursor exploration activities. Planned exploration activities will include re-

establishing underground access for mapping, rock chip and bulk sampling with a goal of

defining high grade zones.

The EPA replaces Xali Gold’s right to assume the rights and obligations of a previous

Lease Agreement between Magellan Acquisitions and IMSA which had a fixed 5 year term

and a 3.5% NSR payable for all years to IMSA.

NEWS RELEASE

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Ongoing and Completed Activities

3D Modelling

A 3D geological model has been constructed in Leapfrog to assist in drill planning. The

model has identified high grade mineralization occurring in multiple parallel veins at a

spacing close enough to potentially access seve ral veins via common development

workings. This could significantly reduce costs of development work. Drilling along with

underground sampling is planned to test potential lateral extensions to the high-grade

zones and to better define plunging mineralization shoots. Please see

https://xaligold.com/projects/mexico/western-mexico/el-dorado-western-

mexico/overview-1/ to view the model.

Permitting

Drill Permit applications are in progress and are expected to take 3 to 4 months to receive

from the date of submission. Permit applications are also being prepared for the

reopening of the historical El Hundido M ine and should take 6 to 10 months from the

date of submission to receive. With the signing of the E PA, we look forward to re -

establishing surface rights agreements to complete the permitting process.

Planned Activities

Underground Rehabilitation, Mapping and Sampling

With the EPA in place and renewal of surface rights agreements forthcoming, Xali Gold

will now be able to re- establish access to old workings in the historic El Hundido and El

Dorado Mines for the purposes of mapping, sampling and eventual operations. The

planning and implementation of this work has been augmented by the company’s

development of a Leapfrog model which will allow for a more targeted approach to

defining high grade zones underground. Sampling results will then be integrated back

into the implicit Leapfrog model which will seamlessly update according to the new data

and form the basis for drill planning.

The El Dorado Property

Location, Geology and Mineralization

The El Dorado Gold-Silver Project is located in the Pacific Coastal Plain, State of Nayarit,

50 km south of the SDA Plant, which Xali Gold has an option to purchase from Magellan

Acquisition Corp., 70 km north -northwest of Tepic, the state capi tal, and 180 km

southeast of Mazatlan, Sinaloa. The project has excellent road and rail infrastructure.

The El Hundido and El Dorado mines occur within The El Dorado vein trend which

extends over a strike length of 3.5 km with widths exceeding tens of meters containing

numerous parallel veins and vein breccias. In addition, high level silicification and argillic

alteration on surface indicate depth potential to the mineralizing system. For these

reasons, exploration potential outside of the area of historical mining and Prospero Silver

Corp.’s (“Prospero”) (previous operator) drilling is believed to be excellent. (“Magella n

Gold Corporation, Form 10 -K Annual Report US SEC dated Dec 31, 2018, File No. 333 -

174287”) Available in https://xaligold.com/site/assets/files/5806/sda-plant-and-el-

dorado-annual-report-magellan-copy.pdf

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Both the north-easterly striking as well as east -west striking splits of the main structure

exhibit structural complexity and potential for multi -meter wide precious metal

mineralization. Anomalous base metal assays (100's to 1000's of parts per million lead,

zinc and copper) are ubiquitous as evidenced by the common occurrence of visible galena,

sphalerite and chalcopyrite in outcrop and dumps.

The El Dorado vein system has a history of small -scale mining from two veins in the El

Hundido and El Dorado mines (see News Release April 28, 2020

https://xaligold.com/news-releases/candente-gold-announces-new-growth-strategy-

2632/) but four veins with parallel high -grade zones have been delineated in the new

Leapfrog model. Additionally, several vein targets have been identified along trend for

follow-up exploration.

Historical Work

Prospero expl ored the El Dorado property between 2010 and 2011. Their drilling

intersected multiple steeply -dipping silicified mineralized zones extending from near -

surface to the 180 metre (“m”) drilled depth and over a strike length of 440m. Prospero

intersected grades ranging from 3 to 40 grams per tonne (“gpt”) gold and 57 to 500 gpt

silver over true widths ranging from 0.52 to 11.2 m.

(https://xaligold.com/site/assets/files/5802/sedardoc4391012.pdf)

Significant results reported by Prospero on Dec 10, 2010 included:

16.17m grading 4.03 g/t gold, 204 g/t silver, 4.0% lead, and 1.75% zinc; and 2.32m grading

6.04 g/t gold and 140 g/t silver in hole DOR -10-11.

(https://xaligold.com/site/assets/files/5805/prospero-nr--december-10--2010.pdf)

Mineralization in the El Hundido historical mine area was reported to range from 1.45 to

11.22m (true widths) and given economics at the time (1900 to 1983) grades mined are

assumed to have exceeded 10 gpt gold. Drill intersections near the edges of the mined

areas show grades of 49.8 gpt gold over 3m; 13.9 gpt gold over 1.45m and 8.6 over 2.3m.

The following longitudinal section by Prospero shows the drilling pattern along the El

Dorado vein in the area of the Hundido and El Dorado mines, along with summary drill

hole intersection grades and widths. (Prospero News Release dated June 22, 2011

https://xaligold.com/site/assets/files/5804/prospero-nr-june-22--2011.pdf). Figure 1 is

available at https://xaligold.com/site/assets/files/5494/el-dorado-vein_long-

section.pdf

About Xali Gold

Xali Gold has launched a comprehensive growth strategy to build a cash flowing business

platform and gain access to properties with near surface exploration potential while

maintaining El Oro as its flagship asset and an integral part of the overall growth strategy.

The acquisition of the SDA Plant, the El Dorado historic mines a nd the Cocula Project

signify important initial steps.

The Company is currently evaluating other properties that are complementary to the SDA

plant, El Dorado and the Cocula Project.

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Joanne C. Freeze, P.Geo., President, CEO and Director and Matthew Melnyk, CPG., Director

Operations and Director are Qualified Persons as defined by National Instrument 43-101 for the

projects discussed above, however, they have not been able to visit the El Dorado Project nor the

SDA Plant recently due to COVID virus travel restrictions. The work discussed in the News

Release is either historical and documented by public records or conducted by Mexican

professionals with qualifications similar to those of QP’s registered in Canada. Ms. Freeze and

Mr. Melnyk have 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.

Xali Gold is dedicated to being a responsible Community partner.

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 the mineral resource

estimate for the Mexico Mine Tailings and information regarding references to

historical resource estimates, the potential for discovery on the El Dorado Property and

in the El Oro district and other statements that are not historical facts. While such

forward-looking information is expressed by Xali Gold in good faith and believed by

Xali Gold to have a reasonable basis, they 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 materially 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.

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) 689-1957

[email protected]

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