XAU RESOURCES INC. | NEWS RELEASE XAU Resources Inc. — Corporate Update Page 1 of 6 XAU RESOURCES INC. TSX Venture Exchange: [GIG]
XAU RESOURCES INC. | NEWS RELEASE
XAU Resources Inc. — Corporate Update Page 1 of 6
XAU RESOURCES INC.
TSX Venture Exchange: [GIG]
FOR IMMEDIATE RELEASE
XAU Resources Provides Corporate Update on Quartzstone
Transaction, Fortuna Exploration Program and Noseno Project
TSXV review of proposed Quartzstone reverse takeover advancing; Fortuna underway with US$5.6M
work program; updated Noseno NI 43-101 being finalized
Toronto, Ontario – August 14, 2026 – XAU Resources Inc. (“XAU” or the “Company”) is
pleased to provide a corporate update, including the TSX Venture Exchange (the “TSXV”)
review of the proposed acquisition of QS Holdings Inc. (“QSH”) and the Quartzstone Gold
Project (“Quartzstone” or the “Project”) (April 23, 2026 news release) pursuant to a definitive
business combination agreement (the “Business Combination Agreement” and the transactions
contemplated thereby, the “Transaction”), Fortuna Mining Corp.’s (“Fortuna”) ongoing
exploration activities at Quartzstone (April 20, 2026 news release), and the Company’s work to
advance the Noseno Project and evaluate additional opportunities in Guyana. For further details
regarding the Transaction, please refer to the Company’s news releases dated June 10,
2026 and July 17, 2026, available on the Company’s SEDAR+ profile at www.sedarplus.ca.
TSX VENTURE EXCHANGE REVIEW AND TRADING HALT
Following the announcement of the proposed Transaction, the TSXV halted trading in the
Company’s shares pending its review (April 23, 2026 news release). The TSXV has determined
that the Transaction constitutes a reverse takeover and is therefore subject to a comprehensive
review against the Exchange’s applicable listing requirements.
The review requires a substantial package of technical, financial, legal and corporate
documentation, including:
• updated NI 43-101 technical report on the Noseno Project;
• audited financial statements and supporting financial information for XAU and QSH;
• legal due diligence materials;
• transaction agreements and corporate documentation;
• valuation and fairness-opinion materials, as applicable; and
• responses to TSXV comments and follow-up requests.
Management and the Company’s advisors are actively completing the outstanding submissions
and responding to the TSXV’s comments. The Company intends to provide further information on
the remaining process and expected milestones when timing can be stated with sufficient
certainty.
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Although the trading halt understandably creates uncertainty, a detailed regulatory review is
customary for a reverse takeover. There can be no assurance regarding the timing or outcome of
the TSXV review; however, the Company remains focused on satisfying the Exchange’s
requirements as efficiently as possible.
QUARTZSTONE PROJECT AND FORTUNA
Fortuna is actively advancing the Project under the previously announced earn-in agreement. The
2026 work program is underway under the direction of a joint Fortuna-Qstone Inc. (“Qstone”)
technical committee, which held its first meeting on June 20, 2026. The following summary of
Fortuna’s 2026 work program is based on information provided by Fortuna and has not been
independently verified by the Company’s qualified person.
The principal components of the program are:
• Data integration and targeting — validation and integration of historical drilling, trenching
and sampling information into Fortuna’s exploration systems, together with updated
geological models and sections to support drill planning.
• Geophysics — review of the previously acquired airborne magnetic and radiometric dataset
and planning for a higher-resolution, 100 m line-spacing fixed-wing survey. Provisional
approvals have been received, with data acquisition targeted for later in the year.
• Property-wide geochemistry — regolith mapping and a broad-spaced 500 m x 500 m
auger-sampling program of approximately 1,600 samples to identify additional mineralized
corridors and priority targets.
• Drilling — an initial 5,000 m diamond-drilling program to verify selected historical results, test
extensions of the northerly plunging shoots at Eikle, Blue and Main, and evaluate priority
undrilled targets along the principal shear zone, including areas south of Eikle and north of
and around the Blue Pit.
• Infrastructure and logistics — expansion of camp capacity to approximately 40-50 persons
and upgrades to site access to support a safe, cost-effective and year-round program.
The program is supported by a 2026 working budget of approximately US$5.6 million. Fortuna
has also established safety and community-engagement procedures as an early priority. The
program remains at an early stage, and results will be reported as the work is completed and the
information has been reviewed by a qualified person.
Fortuna’s involvement brings significant technical and operational capability to Quartzstone and
supports a staged, data-driven approach to evaluating the project.
NOSENO PROJECT AND ADDITIONAL ACQUISITIONS
The Company is also advancing the Noseno Project and is finalizing an updated independent NI
43-101 technical report for filing. The report was prepared by TKT Geoscience Ltd. and has an
effective date of July 24, 2026.
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The report concludes that Noseno’s geological setting is favourable for orogenic, greenstone-
hosted gold mineralization.
Exploration completed to date includes a 2022-2023 program of prospecting and BLEG stream-
sediment sampling, comprising 142 stream-sediment samples together with grab sampling. The
grab samples were collected from outcrop, subcrop and float and are not necessarily
representative of mineralization that may be present on the property. The work returned clustered
gold-in-stream anomalies and defined three principal and two secondary ranked target areas. The
report characterizes Noseno as an early-stage, largely underexplored project where the bedrock
beneath the weathered profile has received little modern testing. Additional details regarding data
verification, sampling methodology, and QA/QC procedures will be provided in the updated NI 43-
101 technical report when filed on SEDAR+.
The Company has also advanced geophysical work at Noseno:
• Legacy data acquisition — 5,257 line-km of legacy airborne magnetic and radiometric
geophysical data has been purchased from the Guyana Geology and Mines Commission
(“GGMC”).
• Reprocessing — the data has undergone reprocessing by Global Venture Consulting, which
is also undertaking new surveys across Guyana to improve geophysical coverage and
support exploration. The Company has not independently verified the legacy geophysical
data or the reprocessing results.
• Further analysis — the dataset will be independently validated, analysed, reimaged, and
interpreted to improve geological and structural understanding and assist exploration
targeting.
The report recommends a staged exploration program with an estimated total budget of
approximately US$2.4 million, including the following principal field components:
• Phase I – Target generation (approximately US$0.55 million) — work-up and
interpretation of historical geophysical data, completion of stream sediment sampling, soil
sampling, geological mapping and rock sampling.
• Phase II – Trenching (approximately US$0.41 million) — approximately 5,000 m of
trenching to evaluate geochemical and geological targets.
• Phase III – Drilling (approximately US$1.12 million) — approximately 3,000 m of diamond
drilling, contingent on the results of Phase II.
Subject to financing, permitting and seasonal and logistical considerations, the Company intends
to advance the recommended program in stages during the 2026-2027 field season. As with any
early-stage exploration project, there is no assurance that a mineral resource will ultimately be
defined.
XAU is also evaluating additional acquisition opportunities in the same gold camp, with the
objective of building a larger, consolidated land position with geological continuity. There can be
no assurance that any opportunity under review will result in a definitive transaction. Further
updates will be provided if and when material developments occur.
CONCURRENT PRIVATE PLACEMENT
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QSH has engaged ECM Capital Advisors Ltd. (“ECM”) as its exclusive financial advisor in
connection with a non-brokered private placement of subscription receipts (the “Offering”) for
aggregate gross proceeds of a minimum of C$10,000,000 and a maximum of C$20,000,000.
The Offering will consist of subscription receipts of QSH (the “Subscription Receipts”), each of
which will entitle the holder thereof to receive, for no additional consideration, one common share
in the capital of QSH upon satisfaction of the escrow release conditions and immediately prior to
completion of the Transaction. The QSH common shares will then be immediately exchanged for
common shares of XAU pursuant to, and based on the exchange ratio under, the Business
Combination Agreement. The Subscription Receipts will be issued at a price of C$700 per
Subscription Receipt (the equivalent of C$0.50 per XAU common share, based on the exchange
ratio under the Business Combination Agreement).
Closing of the Offering is conditional upon receipt of conditional acceptance by the TSXV of the
Transaction. The gross proceeds of the Offering will be held in escrow until the satisfaction of
certain escrow release conditions, including the listing of the common shares issuable on
conversion of the Subscription Receipts and the satisfaction of all other conditions to closing of
the Transaction. Upon satisfaction of the escrow release conditions, the Subscription Receipts
will convert into common shares of QSH immediately prior to the completion of the Transaction,
and subscribers will receive common shares of XAU pursuant to the exchange ratio under the
Business Combination Agreement.
ECM is registered as a Securities Dealer with the Securities Commission of The Bahamas. ECM
will not directly or indirectly solicit sales or act as a dealer in respect of the Company’s securities
in Canada. Any distributions conducted in Canada will be completed on a fully regulated basis
through a registered investment dealer or exempt market dealer acceptable to the Company.
The net proceeds of the Offering will be used by QSH and, following the Transaction, by XAU to
fund regional exploration, property payments and transaction expenses related to the
Transaction, and for general corporate and working capital purposes.
The completion of the Offering is a condition to the closing of the Transaction.
FORWARD OUTLOOK
The Company remains focused on four priorities:
1. Completing the TSXV review and advancing the Transaction;
2. Completing the Offering;
3. Supporting Fortuna’s exploration program at Quartzstone; and
4. Advancing Noseno and evaluating complementary acquisition opportunities.
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The Company will continue to communicate material developments through its public disclosure
channels as key milestones are achieved.
QUALIFIED PERSON
The scientific and technical information in this news release relating to the Noseno Project is
derived from and supported by an independent NI 43-101 technical report prepared by TKT
Geoscience Ltd. with an effective date of July 24, 2026. The report is being finalized for filing on
SEDAR+. Tania Ilieva, Ph.D., P.Geo., of TKT Geoscience Ltd., is the independent qualified
person responsible for that report and has approved the technical disclosure relating to the
Noseno Project in this news release.
The scientific and technical information in this news release relating to the Quartzstone Project is
supported by the NI 43-101 Technical Report titled “NI 43-101 Technical Report, Quartzstone
Gold Project, Guyana” with an effective date of June 1, 2026, prepared by SLR Consulting
(Canada) Ltd. and filed on SEDAR+.
The summary of Fortuna’s current 2026 work program in this news release is based on
information provided by Fortuna and has not been independently verified by a qualified person on
behalf of the Company.
On behalf of the Board of Directors,
Gary Bay
Chief Executive Officer
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XAU Resources Inc. — Corporate Update Page 6 of 6
XAU Resources Inc.
For further information, please contact:
Gary Bay, Chief Executive Officer
XAU Resources Inc.
Telephone: +1 647 339-4301 | Email: [email protected]
Website: www.xauresources.com
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking information” within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not limited to, statements regarding: the anticipated
timing and outcome of the TSXV review; the Transaction; the Offering and the expected terms and conditions
thereof, including the conversion of Subscription Receipts into QSH common shares and the exchange of such
shares for XAU common shares, the escrow arrangements and escrow release conditions, the satisfaction of
conditions to closing of the Offering and the anticipated use of proceeds of the Offering; planned exploration
programs and budgets at Quartzstone and Noseno, including drilling, sampling, and geophysical work; the
Company’s intentions regarding additional acquisitions; and the timing of future disclosure. Forward-looking
information is based on certain assumptions made by the Company, including: the timely completion of the TSXV
review process; the availability of financing on acceptable terms; receipt of required permits and regulatory
approvals; favourable weather and operating conditions; the availability of qualified personnel and contractors;
and the accuracy of current exploration data and geological interpretations.
Forward-looking information is subject to a variety of risks and uncertainties that could cause actual results to
differ materially from those projected, including: uncertainties relating to the TSXV review process and listing
requirements; failure to satisfy the conditions to closing of the Transaction or the Offering, including receipt of required
shareholder and regulatory approvals; failure to receive TSXV conditional acceptance of the Transaction; failure to satisfy the
escrow release conditions; failure to complete the Offering or the Transaction; risks inherent in mineral exploration,
including that exploration may not result in the discovery of economic mineralization; risks relating to the
Company’s ability to obtain financing on acceptable terms; regulatory and permitting risks; political and economic
risks associated with operations in Guyana; risks relating to title and permitting; currency fluctuations; competition
for mineral properties; and risks relating to dependence on third parties, including Fortuna. For a more detailed
discussion of risk factors, readers are referred to the Company’s public filings on SEDAR+ at www.sedarplus.ca.
Although the Company believes the assumptions and factors used in preparing the forward-looking information
in this news release are reasonable, undue reliance should not be placed on such information and no assurance
can be given that such events will occur in the disclosed timeframes or at all. The forward-looking information
included in this news release is made as of the date of this news release and the Company disclaims any intention
or obligation to update or revise any forward-looking information, whether as a result of new information, future
events 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.