XAU Resources Inc. Qualifying Transaction Update

XAU Resources Inc. Qualifying Transaction Update

TORONTO, Ontario, March 30, 2022– XAU Resources Inc. ("XAU" or the "Company") (TSXV: GIG.P),

announces that it continues to work towards the completion of its previously announced Qualifying

Transaction to acquire the Noseno Property in Guyana. In connection with the Qualifying Transaction, XAU

recently completed a $1 million financing of subscription receipts. By subscription receipt holder resolution,

the deadline for release of escrowed proceeds from the subscription receipts financing has been extended

from March 31, 2022 to April 30, 2022.

Due to insider participation, the Financing was a “related party transaction” pursuant to Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101 ").

Initially, two directors participated in the Financing but one of the directors will no longer be participating.

The Financing was exempt from the formal valuation and minority shareholder approval requirements of

MI 61-101 because the securities were issued for cash proceeds not exceeding thresholds specified in

subsections 5.5(c) and 5.7(1)(b) of MI 61-101. The Financing was approved unanimously by the

disinterested directors of the Company, with the two interested directors having declared their interest and

recused themselves from consideration of the matter. There were no prior valuations in the last 24 months

relevant to the Financing.

Prior to the completion of the Financing, Peter Hambro owned directly or indirectly, and/or had control and

direction over an aggregate of 1,332,000 common shares of the Company ("Common Shares"), representing

15.47% of the issued and outstanding Common Shares. Upon completion of the Company’s qualifying

transaction and automatic conversion of subscription receipts issued in the Financing into Common Shares,

Peter Hambro will own directly or indirectly, and/or have control and direction over 2,509,689 Common

Shares of the Company, representing 19.90% of the issued and outstanding Common Shares.

The Company also announces that Mr. Alexey Maslovskiy has stepped down as a member of the board of

directors of the Company. As a consequence, Mr. Peter Hambro, who is also a director, will assume Mr.

Maslovskiy’s position as an independent member of the audit committee of the Company.

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 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 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 Board or 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.