Xali Gold Corp. (TSXV:XGC) entered into a Share Purchase Agreement to acquire Minera Calipuy S.A.C. from Pan American Silver Corp. (TSX:PAAS) and Aquiline Resources Inc. for $17.5 million on October 23, 2025. Under the terms of the acquisition, Xali Gold Corp. will acquire 100% stake in Minera Calipuy S.A.C. As part of consideration, $0.5 million will be paid upon closing, $1.5 million on first anniversary of closing, $1.5 million on second anniversary, $4 million on third anniversary, $3 million on fourth anniversary, $4.5 million on fifth anniversary of closing and $2.5 million on delineating a minimum of 1.25M oz Au. The transaction was also to include the acquisition of Pico Machay Gold Project in Central Peru. The deferred payments are secured by Promissory Notes for each of the six deferred payments. On December 2, 2025, Xali Gold Corp. announced a non-brokered private placement to raise gross proceeds of approximately $1.1 million (CAD 1.5 million) and will be used to fund the acquisition.

The transaction is subject to customary closing conditions, including TSX Venture Exchange approval for Xali Gold. Pan American will retain certain security interests over Calipuy, subject to Xali Gold?s completion of the deferred payments under the SPA. On December 8, 2025, it was announced that the transaction is expected to close in the next few weeks. On December 22, 2025, it was announced that the transaction is expected to close by the end of the week and remain subject to TSX-V acceptance.

Xali Gold Corp. (TSXV:XGC) completed the acquisition Minera Calipuy S.A.C. from Pan American Silver Corp. (TSX:PAAS) and Aquiline Resources Inc. on December 24, 2025.