XAU Resources Inc. Provides Corporate Update

XAU Resources Inc. (GIG) has provided an update regarding the ongoing review by the TSX Venture Exchange (TSXV) of its proposed Reverse Takeover (RTA) acquisition of QS Holdings Inc. and the Quartzstone Gold Project. Trading in the company’s common shares has remained halted since April 23, 2026, pending Exchange acceptance and the completion of a concurrent private placement financing by QS Holdings. The transaction is expected to constitute a Reverse Takeover under TSXV Policy 5.2, and completion is conditional upon both Exchange acceptance and shareholder approval. If conditionally accepted, a separate special meeting will be called for shareholder approval. The company is currently working with Exchange staff to address comments, though it noted there is no assurance regarding the timing or outcome of the review.
In addition to the QS Holdings transaction, XAU Resources announced the acquisition of a 100% interest in the Matthews Ridge Gold Project via an option agreement. The project is located approximately 32 km north of the Noseno Project, and this agreement is also subject to Exchange acceptance.
Exploration activities in Guyana are progressing across multiple sites. At the Noseno Project, the company is processing and interpreting approximately 5,257 line-kilometres of airborne magnetic and radiometric survey data acquired from the Guyana Geology and Mines Commission (GGMC) to identify and prioritize targets. Kevin Thomson, P.Geo., reviewed and approved the scientific and technical information; however, it was noted that Mr. Thomson has not independently verified the GGMC airborne geophysical data. Meanwhile, at the Quartzstone Project, Fortuna Mining Corp. is conducting a 2026 work program valued at approximately US$5.6 million, which includes an initial 5,000-metre diamond drilling program. This information is based on Fortuna and has not been independently verified by a Qualified Person.
XAU Resources has scheduled its Annual General Meeting for Tuesday, October 20, 2026, at 11:00 a.m. (Toronto time). The meeting will address annual business only and will not include a vote on the proposed transaction.