Xali Gold Announces Non-Brokered Financing
October 19 2021 - 4:29PM
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.
The Private Placement is being offered to both
accredited investors and existing shareholders of Xali Gold who, as
of the close of business on October 15th, 2021, held common shares
of the Company (and who continue to hold common shares of the
Company at the time of closing) pursuant to the prospectus
exemption set out in British Columbia Instrument 45-534 and in
similar instruments in other provinces of Canada.
Unless the Xali Gold shareholder is a person
that has obtained advice regarding the suitability of the
investment and, if such shareholder is resident in a jurisdiction
of Canada, that advice has been obtained from a person that is
registered as an investment dealer in such jurisdiction, the
aggregate subscription cost to such shareholder for the Units
subscribed under the Private Placement cannot exceed $15,000
(250,000 Units).
About Xali GoldXali Gold has
launched a comprehensive growth strategy to acquire gold and silver
projects with near surface exploration potential, near-term
production potential and previous mining histories. Xali Gold
plans to advance our growing bank of gold and silver assets
internally and/or with industry partners.
El Oro, remains as our flagship asset, as it is
a district scale gold project encompassing a well-known prolific
high-grade gold-silver epithermal vein system in Mexico. The
project covers 20 veins with past production and more than 57 veins
in total, from which approximately 6.4 million ounces of gold and
74 million ounces of silver were reported to have been produced
from just two of these veins (Ref. Mexico Geological Service
Bulletin No. 37, Mining of the El Oro and Tlapujahua Districts.
1920, T. Flores*). Modern understanding of such systems indicates
that several of the El Oro district’s veins hold excellent
discovery potential.
Xali Gold is dedicated to being a responsible
Community partner.
Joanne C. Freeze, P.Geo., President, CEO and
Matthew Melnyk, CPG., Director Operations, are Qualified Persons as
defined by National Instrument 43-101 for the projects discussed
above. Ms. Freeze and Mr. Melnyk have reviewed and approved the
contents of this release.
Neither the TSX Venture Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
Forward-looking Information
This news release may contain forward-looking
information (as such term is defined under Canadian securities
laws) including but not limited to the potential for discovery on
the Victoria, El Dorado, Cocula and El Oro Properties and other
statements that are not historical facts. While such
forward-looking information is expressed by Xali Gold in good faith
and believed by Xali Gold to have a reasonable basis, they address
future events and conditions and are therefore subject to inherent
risks and uncertainties including those set out in Xali Gold’s
MD&A. Factors that cause the actual results to differ
materially from those in forward-looking information include,
without limitation, gold prices, results of exploration and
development activities, regulatory changes, defects in title,
availability of materials and equipment, timeliness of government
approvals, potential environmental issues, availability of capital
and financing and general economic, market or business conditions.
Xali Gold expressly disclaims any intention or obligation to update
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except in accordance
with applicable securities laws.
On behalf of the Board of Xali Gold
Corp.
“Joanne Freeze” P.Geo.President, CEO and
Director
For further information please contact:Joanne
Freeze President
&
CEO
Tel:
+ 1 (604) 689-1957
info@xaligold.com
NR 105
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