Xali Gold to close $1M first tranche of placement

Executive Summary

• Xali Gold Corp. is closing the first tranche of a non-brokered private placement on December 19, 2025, raising approximately $1 million, with a second tranche of $500,000 planned for December 23, 2025.
• The proceeds from the first tranche are specifically earmarked to fund the $500,000 (U.S.) payment required to Pan American Silver Corp. for the acquisition of the Pico Machay gold project in Peru.
• The total private placement aims to raise $1.5 million through the sale of 15 million units, subject to TSX Venture Exchange approval for both the financing and the acquisition.

Key Details

• Financing Structure:
  • Total Gross Proceeds: Approximately $1.5 million.
  • Unit Price: 10 cents per unit.
  • Total Units: 15 million units.
  • Tranche 1: Closing December 19, 2025; raising ~$1 million.
  • Tranche 2: Closing on or about December 23, 2025; raising ~$500,000.
• Warrant Terms:
  • Each unit consists of one common share and one-half share purchase warrant.
  • Exercise Price: 20 cents per warrant share.
  • Term: 18 months from closing.
  • Acceleration Clause: If the common share closing price on the TSX Venture Exchange is at or above 30 cents for 10 consecutive trading days after April 19, 2026 (or 4 months post-closing), the company may accelerate warrant expiration to 40 days from notice.
  • Hold Period: Mandatory four-month-and-one-day hold period for shares and warrant shares upon exercise.
• Use of Proceeds:
  • ~75% allocated to the acquisition and exploration of the Pico Machay project.
  • Balance allocated to working capital and general corporate purposes.
• M&A Context:
  • Funds from the first tranche cover the $500,000 (U.S.) payment due to Pan American Silver Corp.
  • Transaction relates to the acquisition of the Pico Machay property, an advanced exploration-stage gold project in Peru with a near-term production goal.
  • Both the private placement closing and the Pico Machay acquisition are subject to TSX Venture Exchange approval.
• Finder’s Fees:
  • 6% in cash and 6% in non-transferable finder warrants may be paid on a portion of the private placement.
• Subscription Mechanics:
  • If subscriptions exceed the maximum units, the company may increase the size of the placement (subject to TSX-V approval) or accept subscriptions on a first-come, first-served basis.

Notable Quotes

• "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 chief executive officer. "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."