Toronto, Ontario--(Newsfile Corp. - September 29, 2026) - XAU Resources Inc. (TSXV: GIG) ("XAU" or the "Company") provides the following update on the status of the TSX Venture Exchange (the "TSXV" or the "Exchange") review of its proposed acquisition of QS Holdings Inc. and the Quartzstone Gold Project (the "Transaction"), its exploration activities in Guyana and its upcoming annual general meeting.

Trading Halt and Status of the Transaction

Trading in the Company's common shares has been halted since April 23, 2026, when the Company announced its letter of intent to acquire QS Holdings Inc. The Transaction is expected to constitute a Reverse Takeover under TSXV Policy 5.2 – Changes of Business and Reverse Takeovers. Accordingly, the resulting issuer will be required to satisfy the Exchange's Initial Listing Requirements, and trading is expected to remain halted until the Exchange's review is complete and the applicable requirements have been met. As previously announced on June 10, 2026, completion of the Transaction is also conditional on completion of the concurrent private placement financing to be undertaken by QS Holdings Inc. (the "Concurrent Financing").

The Company continues to work with Exchange staff to address the Exchange's comments. The Exchange's review is ongoing. There can be no assurance as to the timing or outcome of the Exchange's review, whether the Transaction will be completed, or when trading in the Company's shares will resume. The Company will provide further updates by news release as material developments occur.

Exploration Activities in Guyana

The Company has moved to a new office in Georgetown, Guyana to support its exploration activities in the country.

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"). The Company intends to use the results to identify and prioritize targets for a planned exploration program.

Property Portfolio

• Noseno Project: staged exploration is planned; geophysical targeting is underway.
• Matthews Ridge Gold Project: as announced on August 20, 2026, the Company has entered into an option agreement to acquire a 100% interest in the Matthews Ridge Gold Project, located approximately 32 km north of the Noseno Project. The option agreement is subject to Exchange acceptance.
• Quartzstone Gold Project: the Quartzstone Gold Project is held through QS Holdings Inc., and its acquisition forms part of the Transaction, which remains subject to Exchange acceptance and shareholder approval. As previously disclosed on August 14, 2026, Fortuna Mining Corp. ("Fortuna") is carrying out a 2026 work program on the project valued at approximately US$5.6 million, including an initial 5,000-metre diamond drilling program. This summary is based on information provided by Fortuna and has not been independently verified by a qualified person on behalf of the Company.

Annual General Meeting

The Company's annual general meeting of shareholders will be held on Tuesday, October 20, 2026 at 11:00 a.m. (Toronto time) at the offices of WeirFoulds LLP, 66 Wellington Street West, Suite 4100, TD Bank Tower, Toronto, Ontario. The meeting will address annual business only and will not include a vote on the Transaction. Meeting materials can be found at: http://www.xauresources.com/AGM. If the Exchange conditionally accepts the Transaction, the Company will call a separate special meeting of shareholders to consider the Transaction, and a management information circular describing it will be mailed to shareholders and filed on SEDAR+.

Qualified Person

The scientific and technical information in this news release has been reviewed and approved by Kevin Thomson, P.Geo., a "Qualified Person" as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Thomson is a consultant to the Company. The Qualified Person has not independently verified the GGMC airborne geophysical data referred to in this news release.

About XAU Resources Inc.

XAU Resources Inc. is a Canadian mineral exploration company focused on the acquisition, exploration and advancement of gold projects in Guyana.

Cautionary Note Regarding the Transaction

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding:

• the Exchange's review of the Transaction and its outcome;
• the completion of the Transaction and the Concurrent Financing;
• the calling and holding of a special meeting of shareholders to approve the Transaction;
• the resumption of trading in the Company's shares;
• the Exchange's acceptance of the Matthews Ridge option agreement;
• the processing and interpretation of geophysical data and its use in identifying exploration targets;
• the planned exploration programs at the Noseno, Matthews Ridge and Quartzstone projects, including the work program being carried out by Fortuna; and
• the holding of the Company's annual general meeting.

Forward-looking information is based on assumptions made by management, including that the required Exchange, shareholder and third-party approvals will be obtained; that financing will be available on acceptable terms; and that exploration activities will proceed as planned.

Forward-looking information is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including: delays in obtaining, or failure to obtain, Exchange acceptance of the Transaction; failure to obtain shareholder approval or to satisfy other closing conditions; failure to complete the Concurrent Financing; the inherent risks of mineral exploration, including that exploration may not result in the discovery of economic mineralization; reliance on third parties, including Fortuna; regulatory, permitting and title risks; political and economic conditions in Guyana; and fluctuations in gold prices and currency exchange rates.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information in this news release is made as of the date hereof, and the Company disclaims any obligation to update or revise it, except as required by applicable securities laws. For a more detailed discussion of risk factors, please refer to the Company's filings on SEDAR+ at www.sedarplus.ca.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316471

Source: XAU Resources Inc.