XAU Resources Inc. Announces Private Placement Financing and Provides Corporate Strategy Update

Executive Summary

• XAU Resources Corp. announced a private placement of up to 4,000,000 units at $0.25 per unit, targeting gross proceeds of up to CAD 1,000,000.
• Proceeds are earmarked to fund the next phase of exploration at the Noseno Gold Project, support land‑package expansion in Guyana, repay debt, and strengthen the balance sheet.
• The financing includes common shares and half‑warrants (each whole warrant exercisable at $0.40 per share for 18 months) and may be issued in one or more tranches subject to TSXV approval.

Key Details

• Units Offered: Up to 4,000,000 units @ CAD 0.25 each → up to CAD 1,000,000 gross proceeds.
• Unit Composition: 1 common share + ½ of a common‑share purchase warrant (full warrant exercisable at $0.40 per share).
• Warrant Terms: Exercise price $0.40; valid for 18 months from issuance; may accelerate expiry if XAU’s share price exceeds $0.80 for 20 consecutive trading days.
• Use of Proceeds:
• Fund next exploration phase at the Nosero Gold Project.
• Finance land‑package expansion efforts in Guyana.
• Repay outstanding debt.
• Strengthen overall balance sheet.
• Closing Conditions: Subject to TSXV approval, customary closing conditions, and a statutory hold period of four months plus one day.
• Tranche Structure: May be completed in one or multiple tranches; exact timing not disclosed.
• Finder Compensation: XAU may pay finder’s fees and issue finder warrants to introducing parties, subject to securities regulations and TSXV policies.
• Board Activity: A special committee of independent directors has been formed to explore potential land‑package acquisitions (no agreements reached).

Notable Quotes

(No direct quotes were provided in the release.)