Xali Gold Announces Non-Brokered Financing

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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 that it intends to carry out a non-brokered private placement (the “Private Placement”) to raise gross proceeds of approximately Cdn$500,000.   Approximately $250,000 of the gross proceeds of the Private Placement will be used to further our permitting and targeting for 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 Cdn$0.06 to raise gross proceeds of approximately Cdn$500,000. Each Unit will consist 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 Cdn$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. The Private Placement is subject to TSX Venture Exchange (“TSXV”) approval. There is no minimum offering size.

If aggregate subscriptions for Units under Private Placement exceed the maximum number of Units to be sold, Xali Gold may, subject to TSXV approval, increase the size of the Private Placement or subscriptions will otherwise be accepted on a “first-come, first-served” basis. The Company may pay finder’s fees in connection with a portion of the Private Placement.

Joanne Freeze, CEO and a director of the Company, and other directors of the Company are expected to subscribe for a portion of the Private Placement, which in total will be for less than 25% of Xali Gold’s market capitalization. The Company is therefore intending to rely 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.