XAU Resources Inc. Signs Letter of Intent for Possible Qualifying Transaction
XAU Resources Inc. Signs Letter of Intent for Possible Qualifying Transaction
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
TORONTO, August 17, 2021– XAU Resources Inc. ("XAU" or the " Corporation") (TSXV: GIG.P), is
pleased to announce that it has entered into a non-binding letter of intent (the " LOI") with North West
Exploration Inc. (“NWE”) with respect to an option to acquire a 100% interest in the Noseno Property, in
Guyana (the “Transaction”).
The Noseno Property is located in north-western Guyana in one of Guyana’s prospective greenstone belts,
210 kilometers west-northwest of Georgetown, the capital of Guyana. It is an early stage greenfields project
which, despite its geological potential, is largely unexplored. The Noseno Property comprises 37 licenses
covering 37,623 acres (15,225.5 ha, or 152.26 km²). The Noseno Property is located in the same greenstone
terrane as that which hosts the relatively close by Aurora Mine (Zijin Mining) and Toroparu Project (Gold
X Corp) in similar geological settings, and the is considered to hold potential for the presence of similar
orogenic-style gold mineralization and accordingly warrants exploration work to assess its geological
potential.
Pursuant to the terms of the LOI, and subject to entering into a definitive agreement (the " Transaction
Agreement"), the Corporation will have the exclusive option to acquire the Noseno Property from NWE
by making the following annual cash payments and annual minimum work expenditures, all over a four-
year period:
Year Annual Cash
Payments
Work Expenditures
Year 1 USD$250,000 USD$500,000
Year 2 USD$250,000 USD$1,000,000
Year 3 USD$500,000 USD$1,500,000
Year 4 USD$1,500,000 USD$2,000,000
XAU may accelerate and carry forward any of the cash payments or work expenditures. Upon full exercise
of the Option, XAU shall grant to NW Exploration Inc. a three percent (3%) net smelter returns royalty
with respect to commercial production from the Property.
XAU proposes to complete a private placement raising not less than $1,000,000 (one million dollars) to
fund the phase one work program on the Noseno Property and general and administrative operating
expenses. XAU does not plan to make any changes to its board of directors or management team in
connection with the Transaction.
The Transaction, when completed, may be considered to be XAU’s Qualifying Transaction for the purposes
of the TSX Venture Exchange Inc. (the " Exchange"). The Corporation has requested its common shares
("Shares") to be halted by the Exchange pending review of the materials for the Transaction. Trading in
the Shares of the Corporation are expected to remain halted until the closing or termination of the
Transaction.
XAU, a capital pool company within the meanings of the policies of the Exchange, does not have any
operations and has no assets other than cash. XAU’s business is to identify and evaluate businesses and
assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Completion of the Transaction is subject to a number of conditions, including but not limited to, successful
negotiation of the Transaction Agreement, Exchange acceptance, and the completion of the Private
Placement. There can be no assurance that the Transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the filing statement to be prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital pool company should be
considered highly speculative.
This is an initial press release. The Corporation intends to issue a further press release once it has entered
into the Transaction Agreement.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved
nor disapproved the contents of this press release.
Mr. Kevin Thomson, P.Geo. (Ontario), Consulting Geologist and author of “NI-43-101 Technical Report
on the NOSENO Property, Guyana”, dated effective 28 February 2021, is a qualified person within the
meaning of National Instrument 43-101. Mr. Thomson reviewed and approved the scientific and technical
information disclosed in this news release.
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.
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