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Xali Gold Corp. 
Listed Company 

XALI GOLD CORP. ("XGC")
BULLETIN TYPE: Shares for Services; Shares for Debt
BULLETIN DATE: June 23, 2022
TSX Venture Tier 2 Company

Shares for Services

Pursuant to the terms of the Marketing Agreement dated September 1, 2021 between the Company and Kelly B. Cross ("Cross"), the TSX Venture Exchange ("Exchange") has accepted for filing the Company's proposal to issue an aggregate of 400,000 common shares of the Company ("Shares"), in consideration of the ongoing marketing services provided to the Company:

Time of Issuance Number of Shares Deemed Price
Upon Exchange approval 100,000 $0.08
First quarter 100,000 $0.065
Second quarter 100,000 $0.12
Third quarter 100,000 $0.09

An additional payment of 100,000 Shares will be issued upon completion of the Fourth quarter of the Marketing Agreement, as well as potential bonus payments in securities. Additional securities issuances are subject to Exchange approval.

The Company provides to Cross $1,000 in monthly cash payment as well as a one-time grant of 250,000 stock options ("Options") with an exercise price of $0.10 per Option. The Options will vest in 25% tranches over four quarterly periods including immediately upon the grant, and will expiry on September 1, 2026.

For further information, refer to the Company's press release dated June 23, 2022.

Shares for Debt

Pursuant to the terms of the Advertising Agreement dated July 1, 2020 between the Company and AGORA Internet Relations Corp. ("AGORA"), the Exchange has accepted for filing the Company's issuance of an aggregate of 1,140,430 Shares to settle $67,800 in consideration of advertising services provided to the Company from July 15, 2020 to July 15, 2021:

Time of Issuance Number of Shares Deemed Price
July 15, 2020 226,000 $0.06
October 15, 2020 271,200 $0.05
Jan 15, 2021 226,000 $0.06
April 15, 2021 208,615 $0.065
July 15, 2021 208,615 $0.065

For further information, refer to the Company's press releases dated July 29, 2020 and June 23, 2022.

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