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Xali Gold Corp. 
Listed Company 

XALI GOLD CORP. ("XGC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 1, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange ("Exchange") has accepted for filing documentation the Royalty Buyback Agreement dated September 27, 2023 (the "Buyback Agreement"), among the Company, its wholly-owned subsidiary ("Purchaser"), an arm's length party ("Vendor"), and the Vendor's parent company ("Vendor Parent"). Pursuant to the terms of the Buyback Agreement, the Purchaser will acquire from the Vendor the 1.5% net smelter return royalty ("Royalty") over the Casua 01 mining right in Peru ("Property"). The consideration for the acquisition will be paid according to the following schedule:

(i) Upon closing of the Buyback Agreement, the Purchaser will pay to the Vendor a cash payment of $20,000 USD, and the Company will issue to the Vendor Parent 100,000 common shares of the Company at a deemed price of $0.04 ("Shares").

(ii) In the event that 10,000 metres of drilling is successfully completed on the Property, the Company will issue to the Vendor Parent 300,000 Shares.

(iii) In the event that the Company obtains a Preliminary Economic Assessment or other positive engineering study in accordance with NI 43-101 over any or all of the Property, or on an earlier date mutually agreed upon, the Company will issue to the Vendor Parent 600,000 Shares.

Insider / Pro Group Participation: None
Finders' Fees: None

This acquisition is considered an Arm's Length transaction.

For further information, please refer to the Company's news releases dated October 4, 2023, and October 24, 2023.
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