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XAU Resources Inc. Qualifying Transaction Update

Financings Mergers & Acquisitions

XAU Resources Inc. Qualifying Transaction Update

TORONTO, Ontario, April 29, 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 April 30, 2022 to May 31, 2022.

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.