XAU Resources Inc. Announces Amendment to Option Agreement for the Noseno Property in Guyana

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XAU Resources Inc. Announces Amendment to Option Agreement for the Noseno Property in

Guyana

TORONTO, January 24, 2024– XAU Resources Inc. (" XAU" or the " Corporation") (TSXV: GIG), is

pleased to announce the amendment of the agreement pursuant to which it has the right to acquire the

Noseno Property.

The amendments remove the requirement to make payments and incur work expenditures annually to

maintain the option. Instead, the Corporation may acquire a one hundred percent (100%) undivided interest

in the Noseno Property by, among other things, making the following cash payments and incurring the

following minimum work expenditures by the following dates:

Cash Payments: USD 2,500,000 On or before December 31, 2027

Work Expenditures: USD 5,000,000 On or before December 31, 2027

No other terms of the agreement were amended.

The Noseno Property is located in north-western Guyana in one of Guyana’s most prospective greenstone

belts, 210 kilometers west-northwest of Georgetown, the capital of Guyana. It is an early stage greenfields

project which, despite its geological potential, is effectively unexplored. The Noseno Property comprises

37 licenses covering 37,623 acres (15,225.5 ha, or 152.26 km²). The Noseno Property is located in the same

greenstone terrane as that which hosts the Aurora Mine (Zijin Mining) 46 kilometres to the southeast and

the Toroparu development project (Aris Mining) 58 kilometres to the south, in similar geological settings,

and is considered to hold potential for the presence of similar orogenic-style gold mineralization.

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

Corporation’s option to acquire the Noseno Property and 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

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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 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.