Xali Gold Closes First Tranche of Private Placement for $1.5 Million

Executive Summary

• Xali Gold closed the first tranche of its non‑brokered private placement, raising C$1.5 million.
• Net proceeds will fund the US$500,000 payment to Pan American Silver for the acquisition of the Pico Machay Gold Property and support further exploration, working capital, and general corporate purposes.
• The Pico Machay acquisition is expected to close later today, pending final TSX‑V approval.

Key Details

• Private Placement Closing: 23 Dec 2025; gross proceeds C$1.5 M.
• Units Issued: 15,000,000 units at $0.10 per unit (each unit = 1 common share + ½ warrant).
• Warrant Terms: Each full warrant exercisable for one additional share at C$0.20 for 18 months; accelerated expiry possible if TSX‑V price ≥ C$0.30 for 10 consecutive days after 24 Apr 2026 (expiry then 40 days from notice).
• Holding Period: Mandatory four months and one day lock‑up on shares and warrant‑shares issued upon exercise.
• Finder’s Fees: $30,300 cash (C$9,900 to Canadian dealers, C$20,400 to BLB Advisory) plus 99,000 non‑transferable finder warrants at $0.20 per share.
• Related Party Participation: Two directors participated; transaction exempt from certain MI 61‑101 valuation and minority approval requirements.
• Use of Proceeds:
• US$500,000 payment to Pan American Silver for Pico Machay acquisition.
• Exploration activities at Pico Machay.
• Working capital and general corporate purposes.
• Second Tranche: Up to C$0.5 M planned to close in early Jan 2026.
• Pico Machay Acquisition: Xali Gold will acquire Minera Calipuy S.A.C., owner of Pico Machay, from Pan American and its subsidiary Aquiline Resources Inc.; expected closing later on 24 Dec 2025, subject to TSX‑V approval.

Notable Quotes

• “The successful progress of this Private Placement allows us to move ahead with the Pico Machay acquisition and execute on the next phase of our growth strategy,” – Joanne Freeze, President & CEO.