Xali Gold nears closing of Pico Machay deal

Executive Summary

• Xali Gold Corp. announces that the TSX Venture Exchange (TSX-V) has approved the amended technical report for the acquisition of the Pico Machay gold deposit in Peru.
• The closing of the Pico Machay acquisition and the first tranche of a previously announced non-brokered private placement are expected to occur simultaneously by the end of the week, subject to final TSX-V acceptance.
• The amended technical report, prepared by DKT Geosolutions Inc., incorporates minor modifications to comply with TSX-V comments, including updates to section headings, reduced disclosure on adjacent properties, and clarification of the phased work program.

Key Details

• Transaction Status: The TSX-V has addressed all outstanding technical and legal aspects regarding the acquisition of the Pico Machay gold deposit.
• Closing Timeline: Both the Pico Machay acquisition and Tranche 1 of the non-brokered private placement are expected to close by the end of the week (relative to the release date).
• Technical Report Approval: An amended National Instrument 43-101 compliant technical report was filed on SEDAR+ with an effective date of Nov. 18, 2025, and dated Dec. 16, 2025.
• Technical Report Amendments:
  • Updated section headings (e.g., "Executive Summary" changed to "Summary").
  • Reduced disclosure regarding adjacent properties.
  • Deleted historical mineral resource estimates from the main estimates section, retaining them only in the summary and history sections.
  • Clarified Section 18.0 recommendations: Phase 2 work is not contingent on Phase 1 results, as it is supported by existing historical data.
• Technical Report Author: David Thomas, PGeo, of DKT Geosolutions Inc.
• Project Details (Pico Machay):
  • Located in the Huancavelica province, Peru, within the Southern Peru epithermal gold-silver belt.
  • Advanced exploration-stage project with near-term production opportunity.
  • Previous engineering studies (2005–2009) by Aquiline targeted an open pit heap-leach operation with low cost and low strip ratio.
  • Previous studies were based on a long-term gold price of $700/ounce; Xali Gold cites excellent upside potential due to untested exploration targets.
• Company Profile: Xali Gold is a gold and silver exploration company focused on projects in the Americas, including the El Oro project in Mexico.

Notable Quotes

• "The company understands that all outstanding technical and legal aspects have been addressed to the satisfaction of the TSX-V."
• "Xali Gold believes there is excellent upside potential."