Xau Resources Inc. Announces Letter of Intent to Acquire Qs Holdings Inc.
XAU RESOURCES INC. ANNOUNCES LETTER OF INTENT TO ACQUIRE QS HOLDINGS
INC.
Toronto, Ontario – April 23, 2026
XAU Resources Inc. (TSXV: GIG) (“ XAU” or the “ Company”) is pleased to announce that it
has entered into a non -binding letter of intent (the “ LOI”), pursuant to which XAU has
proposed to acquire all the issued and outstanding common shares of QS Holdings Inc., a
corporation incorporated under the laws of Barbados (“QS Holdings”) in consideration of
the issuance of common shares of XAU (the “ Acquisition”). The LOI contemplates an
indicative value or purchase price for the Acquisition that is based on a deemed aggregate
purchase price of C$70,000,000 for the shares of QS Holdings, with the value of XAU shares
to be calculated based on the “Market Price” (as defined under the policies of the TSX
Venture Exchange) of the XAU shares on the TSX Venture Exchange immediately preceding
the execution of a definitive agreement (the “Transaction Agreement”).
Trading of the common shares of the Company has been halted and will remain halted
pending receipt and review from the TSXV. A comprehensive news release will be issued by
the Company setting out the terms of the proposed Acquisition upon the entering into of a
definitive Transaction Agreement.
Completion of the Acquisition would be subject to a number of conditions, including but not
limited to: (i) satisfactory completion of confirmatory corporate, legal, land and
technical/environmental due diligence by each party; (ii) approvals by the boards of
directors (and their independent directors) of each of XAU and QS Holdings; (iii) approval by
XAU shareholders in accordance with applicable securities laws; (iv) stock exchange
approvals, regulatory approvals and any required approvals pursuant to Can adian
securities laws; (v) the satisfaction by XAU of any requirements pursuant to MI 61 -101; and
(vi) the negotiation and execution of a definitive Transaction Agreement.
QS Holdings is the beneficial owner of Qstone Inc., a private Guyanese company, which is
the registered owner of the mining permits known as the Quartzstone Gold Project which
cover 296 km² across 83 contiguous medium -scale mining permits in Guyana . The
Quartzstone Gold Project is subject to an earn-in agreement with Fortuna Mining Corp.
(“Fortuna”) pursuant to which Fortuna may earn up to a 70% interest in the Quartzstone
Gold Project. Fortuna may earn an initial 51% interest in the Quartzstone Gold Project by
completing a minimum of 60,000 meters of drilling within four years, while paying all license
fees and funding all related expenditures. Upon exercise of the first option, Fortuna will form
a joint venture with Qstone. Fortuna may earn an additional 19% interest in the Quartzstone
Gold Project, for an aggregate 70% interest, by solely funding a feasibility study within three
years of exercising the first option and continuing to pay all license fees.
In addition to royalties payable to the Government of Guyana on gold production, the
Quartzstone Gold Project is subject to a 4.5% net smelter returns royalty in favour of a prior
owner, which may be repurchased at any time at a price to be determined by the parties.
Certain directors and officers of XAU also hold interests in QS Holdings. Peter Hambro and
Gary Bay are directors and officers of XAU and are also shareholders of QS Holdings.
Accordingly, the Acquisition may constitute a "related party transaction" or "business
combination" under MI 61 -101. XAU’s special committee of independent directors are
overseeing the negotiation of the Acquisition. The parties will determine the applicability of
specific MI 61-101 and TSXV requirements during negotiations of the terms of the proposed
Acquisition and related definitive Transaction Agreement . The management and board of
directors of XAU are expected to remain the same both before and after giving effect to the
Acquisition.
The LOI was entered into on March 26, 2026 and was amended by an amending and
extension agreement dated April 10, 2026 and a second amending and extension agreement
dated April 22, 2026. There can be no assurance that a definitive Transaction Agreement will
be entered into or that the Acquisition will be completed as proposed or at all. Investors are
cautioned that, except as disclosed in any information circular of XAU to be prepared in
connection with the Acquisition, any information released or receiv ed with respect to the
Acquisition may not be accurate or complete and should not be relied upon. Trading in the
securities of XAU should be considered highly speculative. The TSXV has in no way passed
upon the merits of the proposed Acquisition and has not a pproved or disapproved of the
contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For additional information, please contact:
Gary Bay
Director and CEO
XAUResources.com
+1 647 339-4301
Forward-Looking Information
This press release includes certain “forward -looking statements” under applicable Canadian
securities legislation, including, but not limited to, statements with respect to the proposed
Acquisition. Forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of XAU to be materially
different from any future results, performance or achievements expressed or implied by the forward-
looking statements. These risks, uncertainties and factors include, among others: future prices and
the supply of metals; exploration results; inability to raise the money necessary to incur the
expenditures required to acquire, retain and advance its properties or to acquire additional
properties; inability to conclude agreements to acquire properties o n reasonable terms or at all;
environmental liabilities (known and unknown); general business, economic, competitive, political
and social uncertainties; accidents, labour disputes and other risks of the mineral exploration
industry; political instability, terrorism; delays in obtaining governmental approvals; and failure to
obtain regulatory approvals. For a more detailed discussion of such risks and other factors that could
cause actual results to differ materially from those expressed or implied by such forward-looking
statements, refer to XAU’s filings with Canadian securities regulators available on SEDAR+ at
www.sedarplus.ca. Although XAU has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those described in forward -looking
statements, there may be other factors that cause actions, events or results to differ from those
anticipated, estimated or intended. Forward-looking statements contained herein are made as of the
date of this news release and XAU disclaims any obligation to update any forward -looking
statements, whether as a result of new information, future events or results or otherwise, except as
required by applicable securities laws.