XAU Resources Inc. Qualifying Transaction Update

Toronto, Ontario--(Newsfile Corp. - March 30, 2022) - XAU Resources Inc. (TSXV: GIG.P) ("XAU" or the "Company"), announces that it continues to work towards the completion of its previously announced Qualifying Transaction to acquire the Noseno Property in Guyana. In connection with the Qualifying Transaction, XAU recently completed a $1 million financing of subscription receipts. By subscription receipt holder resolution, the deadline for release of escrowed proceeds from the subscription receipts financing has been extended from March 31, 2022 to April 30, 2022.

Due to insider participation, the Financing was a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Initially, two directors participated in the Financing but one of the directors will no longer be participating. The Financing was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because the securities were issued for cash proceeds not exceeding thresholds specified in subsections 5.5(c) and 5.7(1)(b) of MI 61-101. The Financing was approved unanimously by the disinterested directors of the Company, with the two interested directors having declared their interest and recused themselves from consideration of the matter. There were no prior valuations in the last 24 months relevant to the Financing.

Prior to the completion of the Financing, Peter Hambro owned directly or indirectly, and/or had control and direction over an aggregate of 1,332,000 common shares of the Company ("Common Shares"), representing 15.47% of the issued and outstanding Common Shares. Upon completion of the Company's qualifying transaction and automatic conversion of subscription receipts issued in the Financing into Common Shares, Peter Hambro will own directly or indirectly, and/or have control and direction over 2,509,689 Common Shares of the Company, representing 19.90% of the issued and outstanding Common Shares.

The Company also announces that Mr. Alexey Maslovskiy has stepped down as a member of the board of directors of the Company. As a consequence, Mr. Peter Hambro, who is also a director, will assume Mr. Maslovskiy's position as an independent member of the audit committee of the Company.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

For further information please contact:

Gary Bay
Chief Executive Officer
Tel: 647-339-4301

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of XAU. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive applicable Board or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and XAU disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

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