Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Closing of the Qualifying Transaction of XAU Resources Inc.

Toronto, Ontario--(Newsfile Corp. - April 25, 2022) - Mr. Alexey Maslovskiy, a director of XAU Resources Inc. (TSXV: GIG.P) (the "Company") announces that he has filed an early warning report (the "Early Warning Report") under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the closing of a private placement (the "Private Placement").

The Private Placement was previously announced by the Company on October 22, 2021. It consists of 4,000,000 subscription receipts ("Subscription Receipt") at a price of $0.25 per Subscription Receipt to raise gross proceeds of $1,000,000. The gross proceeds of the Private Placement are being held in escrow pending the satisfaction or waiver of certain escrow release conditions on or prior to 5:00 p.m. (Toronto time) on April 30, 2022. The net proceeds of the Private Placement will be used to fund the phase one work program on the Noseno Property and general and administrative operating expenses. On conversion of the Subscription Receipts, each Subscription Receipt will entitle the holder thereof to receive one common share ("Common Share").

Initially, Mr. Maslovskiy participated in the Private Placement and acquired 1,438,311 Subscription Receipts for aggregate consideration of C$359,577.75 but in consultation with the Issuer, he decided to withdraw his subscription effective on April 22, 2022, resulting in a greater than 2% decrease in the securities beneficially owned by Mr. Maslovskiy.

Prior to his withdrawal from the Private Placement, Mr. Maslovskiy held directly or indirectly, and/or had control and direction over an aggregate of 666,000 Common Shares of the Company, representing 7.73% of outstanding Common Shares and 2,245,498 Common Shares representing 22.03% of the outstanding Common Shares on a partially diluted basis, assuming the exercise of the 141,187 options ("Options") and conversion of the 1,438,311 Subscription Receipts held by Mr. Maslovskiy.

Following his withdrawal from the Private Placement, Mr. Maslovskiy holds directly or indirectly, and/or has control and direction over an aggregate of 666,000 Common Shares of the Company, representing 7.73% of outstanding Common Shares and 807,187 Common Shares representing 9.22% of the outstanding Common Shares on a partially diluted basis, assuming the exercise of 141,187 Options granted to Mr. Maslovskiy.

Mr. Maslovskiy may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions and other relevant factors.

A copy of the Early Warning Report filed by Mr. Maslovskiy will be available under the Company's profile on SEDAR at www.sedar.com.

Contact Information
Alexey Maslovskiy
Phone: +447708471574

Not for US Distribution

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