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Message: Xali Gold Closes First Tranche of Non-Brokered Private Placement

Xali Gold Corp. (TSXV:XGC) ("Xali Gold” and/or the “Company”) is pleased to announce that it has completed a first tranche of its previously announced (see the Company’s news release No. 105, dated October 19th, 2021) non-brokered private placement (the “Private Placement”), issuing 3,665,000 units (the “Units”) at a price of $0.06 per Unit raising $219,900.    

Each Unit consisted of one common share of the Company (a “Unit Share”) and one-half share purchase warrant (each whole being a “Warrant”). Each Warrant will be exercisable for one additional share of the Company’s common stock (a “Warrant Share”) for two years at a conversion price of $0.12, subject to an acceleration provision. If at any time after March 30th, 2022, the Company’s common shares have a closing price on the TSX Venture Exchange at or above a price of $0.20 per share for a period of 10 consecutive trading days, the Company may give notice by news release that expiration of the Warrants will be accelerated to 40 days from the date of providing such notice.

Both Unit Shares and Warrant Shares will be subject to a mandatory four month and one day hold period commencing the day of closing of the Private Placement, November 10, 2021.

Joanne C. Freeze, President, CEO and director of the Xali Gold subscribed for and was issued 1,165,000 Units. The Company is relying upon exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The net proceeds of the Private Placement will be used to further our permitting and targeting for drilling programs on our gold-silver projects, working capital and general corporate purposes.

The Private Placement is subject to TSX Venture Exchange (“TSXV”) final approval.

About Xali Gold

Xali Gold has launched a comprehensive growth strategy to acquire gold and silver projects with near surface exploration potential, near-term production potential and previous mining histories. Xali Gold plans to advance our growing bank of gold and silver assets internally and/or with industry partners.  

El Oro, remains as our flagship asset, as it is a district scale gold project encompassing a well-known prolific high-grade gold-silver epithermal vein system in Mexico. The project covers 20 veins with past production and more than 57 veins in total, from which approximately 6.4 million ounces of gold and 74 million ounces of silver were reported to have been produced from just two of these veins (Ref. Mexico Geological Service Bulletin No. 37, Mining of the El Oro and Tlapujahua Districts. 1920, T. Flores*). Modern understanding of such systems indicates that several of the El Oro district’s veins hold excellent discovery potential.

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