Xali Gold announces financing without intermediary

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VANCOUVER, British Columbia, Oct. 19, 2021 (GLOBE NEWSWIRE) – Xali Gold Corp. (TSXV: XGC) (“Xali Gold” and / or the “Company”) is pleased to announce its intention to make a Negotiated Private Placement (the “Private Placement”) to raise gross proceeds of approximately 500 CA $ 000. Approximately $ 250,000 of the gross proceeds of the Private Placement will be used to advance our permits and target drilling programs on our gold-silver projects and approximately $ 250,000 will be used for working capital and general corporate purposes. .

The private placement will consist of the sale of approximately 8,333,333 units (the “Units”) at a price of C $ 0.06 to raise gross proceeds of approximately C $ 500,000. Each Unit will consist of one common share of the Company (a “Unit Share”) and a half share purchase warrant (each a “warrant”). Each Warrant may be exercised for one additional share of the common shares of the Company (a “Share Warrant”) for two years at a conversion price of $ 0.12, subject to an accelerator provision. If, at any time after March 30, 2022, the common shares of the Company have a closing price on the TSX Venture Exchange equal to or greater than C $ 0.20 per share for a period of 10 consecutive trading days, the Company may give notice by press release that the expiration of the Warrants will be accelerated to 40 days from the date of providing such notice. The unit shares and the warrant shares will be subject to a mandatory holding period of four months and one day from the day of the closing of the private placement. The private placement is subject to the approval of the TSX Venture Exchange (“TSXV”). There is no minimum bid size.

If the total number of subscriptions for units in a private placement exceeds the maximum number of units for sale, Xali Gold may, subject to the approval of the TSXV, increase the size of the private placement or the subscriptions. will otherwise be accepted on a “first come, first served” basis. The Company may pay finder’s fees in connection with part of the Private Placement.

Joanne Freeze, CEO and director of the Company, and other directors of the Company are expected to subscribe to a portion of the private placement, which in aggregate will represent less than 25% of the market capitalization of Xali Gold. The Company therefore intends to avail itself of the exemptions from the assessment and approval requirements of minority shareholders contained in sections 5.5 (a) and 5.7 (1) (a) of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions.

The private placement is offered to both qualified investors and existing shareholders of Xali Gold who, at the close of business on October 15, 2021, held common shares of the Company (and who continue to hold common shares of the Company as of time of closing) under the prospectus exemption provided in British Columbia Instrument 45-534 and similar enactments in other provinces of Canada.

Unless the shareholder of Xali Gold is a person who has obtained advice regarding the suitability of the investment and, if such shareholder resides in a jurisdiction of Canada, such advice has been obtained from a person registered as as a securities broker in that jurisdiction, the total subscription cost for that shareholder for the units subscribed for in the private placement may not exceed $ 15,000 (250,000 units).

About Xali Gold
Xali Gold has embarked on a global growth strategy to acquire gold and silver projects with near-surface exploration potential, short-term production potential and mining history. Xali Gold plans to advance our growing bank of gold and silver assets internally and / or with industry partners.

El Oro remains our flagship asset as it is a district scale gold project encompassing a high grade gold and silver epithermal vein system well known in Mexico. The project covers 20 veins with previous production and over 57 veins in total, from which approximately 6.4 million ounces of gold and 74 million ounces of silver would 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 these systems indicates that many of the veins in El Oro district hold excellent discovery potential.

Xali Gold is committed to being a responsible community partner.

Joanne C. Freeze, P.Geo., President, Chief Executive Officer and Matthew Melnyk, CPG., Chief Operating Officer, are Qualified Persons within the meaning of National Instrument 43-101 for the projects mentioned above. Ms. Freeze and Mr. Melnyk have reviewed and approved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

This press release may contain forward-looking information (as that term is defined in Canadian securities laws), including, but not limited to, the potential for discovery on the Victoria, El Dorado, Cocula and El Oro and other statements that are not historical facts. Although such forward-looking information is expressed by Xali Gold in good faith and Xali Gold believes it to have a reasonable basis, it deals with future events and conditions and is therefore subject to inherent risks and uncertainties, including those stated. in the management report of Xali Gold. Factors that cause actual results to differ materially from those of forward-looking information include, but are not limited to, gold prices, results of exploration and development activities, regulatory changes, title defects, availability of materials and equipment, desirability of government approvals, potential environmental issues, availability of capital and financing, and general economic, market or business conditions. Xali Gold expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

On behalf of the Board of Directors of Xali Gold Corp.

“Joanne Freeze” P.Geo.
President, CEO and Director

For more information, please contact:
Joanne freeze
President and CEO
Phone: + 1 (604) 689-1957
[email protected]

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