Xau Resources Inc. Announces Completion of Qualifying Transaction

XAU RESOURCES INC. ANNOUNCES

COMPLETION OF QUALIFYING TRANSACTION

TORONTO, ONTARIO – June 20, 2022 – XAU Resources Inc. (“XAU” or the “Corporation”), a capital

pool company listed on the TSX Venture Exchange (TSXV: GIG.P), is pleased to announce that it has

completed its qualifying transaction (the “ Qualifying Transaction”) with North West Exploration Inc.

(“North West”). The resulting issuer, XAU Resources Inc. (the “ Resulting Issuer”) and its shares are

anticipated to start trading on the TSX Venture Exchange on or about June 27, 2022 under the stock symbol

“GIG”. As part of the Qualifying Transaction, the subscription receipts (the “ Subscription Receipts ”)

issued by the Corporation on March 7, 2022 pursuant to a non-brokered private placement (the

“Financing”), were automatically converted, into 4,000,0000 common shares of the Resulting Issuer. No

other shares were issued in connection with the Qualifying Transaction.

The Financing consisted of 4,000,000 Subscription Receipts issued at $0.25 per Subscription Receipt for

gross proceeds of $1,000,000. The proceeds were released from escrow on the closing of the Qualifying

Transaction and will enable the Resulting Issuer to fund the phase one work program on the Noseno

Property.

In connection with the Financing, the Corporation paid $5,047 to certain finders and issued 20,188 finder

warrants (the “Finder Warrants”). Each Finder Warrant is exercisable to acquire one (1) common share

of the Resulting Issuer at $0.25 for a period of twenty-four (24) months from the date of issuance.

In connection with the closing of the Qualifying Transaction, the Resulting Issuer granted 400,000 stock

options (the "Options") to certain directors, officers and consultants of the Resulting Issuer. Each Option

is exercisable to acquire one (1) common share of the Resulting Issuer at $0.25 for a period of five (5) years

from the date of the grant.

Following the completion of the Qualifying Transaction, 12,611,500 common shares, 1,222,222 stock

options and 20,188 finder warrants of the Resulting Issuer are issued and outstanding (or 13,853,910

common shares on a fully-diluted basis).

Additional information in respect of the Qualifying Transaction can be found in the Filing Statement dated

June 14, 2022 filed on SEDAR.

Forward-Looking Statements

This news release may contain forward-looking statements (within the meaning of applicable securities

laws) which reflect the Corporation’s current expectations regarding future events. Forward-looking

statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”,

“will”, “may”, “estimate” and other similar expressions. These statements are based on the Corporation’s

expectations, estimates, forecasts and projections and include, without limitation, statements regarding the

future success of the Corporation’s business.

The forward-looking statements in this news release are based on certain assumptions, including without

limitation the shares beginning trading on the TSXV. The forward-looking statements are not guarantees

of future performance and involve risks and uncertainties that are difficult to control or predict. A number

of factors could cause actual results to differ materially from the results discussed in the forward-looking

statements. Readers, therefore, should not place undue reliance on any such forward-looking statements.

Further, these forward-looking statements are made as of the date of this news release and, except as

expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise

any forward-looking statement, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION PLEASE CONTACT:

For more information regarding XAU Resources Inc., please contact:

Gary Bay

Chief Executive Officer

Tel: 647-339-4301