Ms. Joanne Freeze reports

XALI GOLD TO CLOSE FIRST TRANCHE OF PRIVATE PLACEMENT DECEMBER 19, 2025

Xali Gold Corp. plans to close the first tranche of the previously announced non–brokered private placement on Dec. 19, 2025, raising approximately $1-million. A second tranche of approximately $500,000 is planned to close on or about Tuesday, Dec. 23, 2025.

Funds raised in the first tranche will cover the $500,000 (U.S.) payment due to Pan American Silver Corp. upon closing of the acquisition of the Pico Machay property, an advanced exploration-stage project in Peru with a near-term production goal, as announced in the company's Oct. 24, 2025, news release.

The private placement is expected to generate gross proceeds of approximately $1.5-million through the sale of 15 million units. Closing of both the private placement and the acquisition of Pico Machay is subject to TSX Venture Exchange approval.

"We are very pleased with the strong participation from Peruvian investors in this financing, alongside continued support from long-term shareholders and our management team," said Joanne Freeze, Xali Gold president and chief executive officer. "Their involvement underscores the strength of our local expertise and relationships, and reinforces our commitment to advancing the company's objectives in close partnership with stakeholders in Peru."

The private placement will be completed at a unit 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 19, 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.

Finders' fees of 6 per cent in cash and 6 per cent in non-transferable finder warrants may be paid on a portion of the private placement in accordance with the policies of the TSX-V.

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.

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 which have 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 release.

We seek Safe Harbor.