Xali Gold arranges $1.5-million private placement

Executive Summary

• Xali Gold Corp. has arranged a non-brokered private placement to raise gross proceeds of approximately $1.5 million.
• The financing consists of the sale of approximately 15 million units at $0.10 per unit, with proceeds primarily allocated to the acquisition and exploration of the Pico Machay gold project in Peru.
• The transaction includes warrants exercisable at $0.20 per share, with potential for accelerated expiry, and is subject to TSX Venture Exchange approval.

Key Details

• Transaction Structure: Non-brokered private placement.
• Gross Proceeds: Approximately $1.5 million.
• Units Sold: Approximately 15 million units.
• Price Per Unit: $0.10 CAD.
• Unit Composition: Each unit consists of one common share and one-half share purchase warrant.
• Warrant Terms:
  • Each warrant is exercisable for one additional common share.
  • Exercise Price: $0.20 per warrant share.
  • Initial Expiry: 18 months from closing.
  • Acceleration Clause: If the common shares close at or above $0.30 for 10 consecutive trading days after April 15, 2026 (or 4 months post-closing), the company may accelerate warrant expiry to 40 days from notice.
• Hold Period: Mandatory four-month-and-one-day hold period for shares and warrant shares, commencing on the closing date.
• Use of Proceeds:
  • ~75% allocated to the acquisition and exploration of the Pico Machay gold project.
  • Balance allocated to working capital and general corporate purposes.
• Closing Date: Intended to close on or around December 15, 2025.
• Regulatory Approval: Subject to TSX Venture Exchange approval.
• Over-subscription: Company may increase the size of the private placement or accept subscriptions on a first-come-first-served basis if aggregate subscriptions exceed the maximum.
• Finder’s Fees: Company may pay finders' fees in connection with a portion of the private placement, subject to TSX-V policies.
• Project Context: Pico Machay is an advanced-exploration-stage gold project in Peru with a near-term production goal. Referenced acquisition details were announced on October 24, 2025.

Notable Quotes

• None provided in the text.