XAU Resources Inc. Announces Private Placement Financing and Provides Corporate Strategy Update
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XAU Resources Inc. Announces Private Placement Financing and
Provides Corporate Strategy Update
Not for distribution to United States news wire services or for dissemination in the United States
Toronto, Ontario – November 25, 2025 – XAU Resources Inc. (TSXV: GIG) (“ XAU”) is pleased to
announce a private placement (the “Financing”) of up to 4,000,000 units (“Units”) at a price of $0.25 per
Unit to raise gross proceeds of up to $1,000,000 (all dollar amounts in CAD).
Each Unit will consist of one common share of XAU (“Share”) and one-half of one common share purchase
warrant (each whole such warrant, a “Warrant”), with each whole Warrant exercisable to acquire one
additional Share at a price of $0.40 for a period of 18 months from its date of issuance, subject to
acceleration of the Warrant expiry date if the common shares trade above $0.80 per share for twenty (20)
consecutive trading days.
With higher gold prices and increased investor interest in Guyana mining and exploration projects, XAU
has determined to expand its land package in Guyana in addition to continuing work on its Noseno Gold
Project. XAU is investigating various property acquisition opportunities, including in the vicinity of its
Noseno Gold Project and elsewhere in the country. As part of these efforts, XAU’s board of directors has
formed a special committee of its independent directors to lead discussions concerning a potential
transaction with Qstone Inc., a company of which XAU’s board chair and largest shareholder, and its Chief
Executive Officer, are directors and shareholders. To be clear, XAU has not reached any agreement, settled
any proposed terms, nor entered into a letter of intent with any party, including Qstone Inc. XAU is at an
early stage of investigating various land package expansion opportunities and there is no certainty that
any expansion will occur.
The Financing is expected to fund the next phase of exploration for the Noseno Gold Project, help finance
efforts to expand XAU’s land package, repay outstanding debt, and strengthen XAU’s balance sheet.
The Financing will be conducted in reliance upon certain prospectus exemptions. Pursuant to applicable
Canadian securities laws, all securities issued in connection with the Financing will be subject to a statutory
hold period of four months plus a day from the date of issuance. The Financing is subject to customary
closing conditions including, but not limited to, receipt of approval of the TSX Venture Exchange (the
“TSXV”), and may occur in one or more tranches.
XAU may pay finder’s fees and issue finder warrants to introducing parti es in re spect of the Financing ,
subject to compliance with applicable securities legislation and TSXV policies.
About XAU Resources
XAU Resources is a gold exploration and development company advancing high -potential assets within
Guyana’s prolific Greenstone Belt. Focused on its Noseno Gold Project and other targets within the region,
XAU Resources is well-positioned to tap into Guyana’s rich, underexplored mineral potential, capitalizing
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on the country’s investor -friendly policies and growing infrastructure. For more information, visit XAU’s
website at xauresources.com and its filings at sedarplus.ca.
For additional Information, please contact:
Gary Bay
Director and CEO
XAUResources.com
+1 647 339-4301
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 news
release.
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 completion of the Financing, the proposed use of proceeds,
and the exploration potential of XAU’s mineral property and potential property acquisitions. 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 rais e 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
on reasonable terms or at all; environmental liabilities (kno wn 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.