Ms. Joanne Freeze reports

XALI GOLD ANNOUNCES NON-BROKERED FINANCING

Xali Gold Corp. has arranged a non-brokered private placement to raise gross proceeds of approximately $1.5-million. The private placement will support the company's renewed focus on acquiring, exploring and developing the Pico Machay gold project, an advanced-exploration-stage project in Peru with a near-term production goal. Please refer to the company's Oct. 24, 2025, news release for complete Pico Machay acquisition details.

The private placement will consist of the sale of approximately 15 million units at a price of 10 cents per unit to raise gross proceeds of approximately $1.5-million. Each unit will consist of one common share of the company and one-half share purchase warrant. Each warrant will be exercisable for one additional share of the company for 18 months at a price of 20 cents per warrant share, subject to an accelerated expiry. If, at any time after April 15, 2026 (or such later date as may be four months from the closing of the private placement), the company's common shares have a closing price on the TSX Venture Exchange at or above a price of 30 cents per share for a period of 10 consecutive trading days, the company may give notice by news release that the expiration of the warrants will be accelerated to 40 days from the date of providing such notice. Both the shares and any warrant shares issued on exercise of the warrants will be subject to a mandatory four-month-and-one-day hold period commencing the day of closing of the private placement.

Approximately 75 per cent of the gross proceeds of the private placement will be allocated to the acquisition and exploration of Pico Machay, with the balance directed toward working capital and general corporate purposes.

Xali Gold intends to close the private placement on or around Dec. 15, 2025, or such a date as the company may determine. Closing of the private placement is subject to TSX Venture Exchange approval.

If aggregate subscriptions for units under the private placement exceed the maximum number of units to be sold, Xali Gold may, subject to TSX-V 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 finders' fees in connection with a portion of the private placement, as permitted by TSX-V policies and applicable securities laws.

About Xali Gold Corp.

Xali Gold is a gold and silver exploration company focused on advancing opportunities in the Americas. The company is focused on completing the acquisition, exploration and development of Pico Machay, an advanced-exploration-stage gold project in South America with a near-term production goal. Xali Gold maintains exploration potential, as well as two royalty agreements with third parties with the rights to produce gold and silver from specific areas of the El Oro gold-silver project in Mexico, a historic district-scale system with a long history of significant gold and silver production.

Xali Gold is dedicated to being a responsible community partner.

Joanne C. Freeze, PGeo, is a qualified person as defined by National Instrument 43-101, and has reviewed and approved the contents of this news release.

We seek Safe Harbor.