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XAU Resources Inc. Files Statement of Filing, Obtains Conditional Approval for Qualifying Transaction and Announces New Director

Toronto, Ontario–(Newsfile Corp. – June 16, 2022) – XAU Resources Inc. (TSXV: GIG.P) (“XAU“or the”Company“) is pleased to announce that the TSX Venture Exchange (the “TSXV“) has conditionally approved its qualifying transaction to acquire the Noseno property in Guyana (the “Transaction“) previously announced in the Company’s press releases dated October 22, 2021, December 21, 2021, March 7, 2022, March 8, 2022, March 30, 2022 and April 29, 2022. The Transaction remains subject to the final approval of the TSXV and is expected to close on or about June 20, 2022.

Immediately prior to the closing of the Transaction, 4,000,000 subscription receipts (the “Subscription receipts“), issued at a price of $0.25 per subscription receipt for gross proceeds of $1,000,000, will be converted into 4,000,000 common shares in the capital of the Company and the proceeds will be released from escrow. The net proceeds from the financing will be used to fund the Phase I work program on the Noseno property and general and administrative operating expenses.

The Noseno property is located northwest of Guyana in one of Guyana’s potential greenstone belts, 210 kilometers west-northwest of Georgetown, the capital of Guyana. It is an early-stage project that, 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 that hosts the Aurora mine (Zijin Mining) 46 kilometers to the southeast and the Toroparu project (Gold X Corp) 58 kilometers to the south, in similar geological contexts , and is considered to have potential for similar orogenic-style gold mineralization.

Mr. Kevin Thomson, geo. (Ontario), consulting geologist and author of the “NI-43-101 Technical Report on the NOSENO Property, Guyana”, dated February 28, 2021, is a qualified person within the meaning of National Instrument 43-101. Mr. Thomson has reviewed and approved the scientific and technical information disclosed in this press release. For additional technical information, please see the NI 43-101 Technical Report on the NOSENO Property, Guyana, filed on XAU’s SEDAR profile at www.sedar.com.

The Company today filed a Filing Statement dated June 14, 2022 (the “Filing statement“) on the TSXV and on SEDAR. Additional information regarding the transaction and XAU can be found in the Statement of Filing.

XAU is also pleased to announce the appointment of Danièle Spethmann to the Company’s Board of Directors.

About XAU Resources Inc.

The Company is a seed capital company (“CPC“). It has not commenced business operations and has no assets other than a minimum amount of cash. Except as specifically provided in the CPC Policy, as defined in the Final Prospectus, until upon completion of the proposed transaction, the company will not pursue any activity other than the identification and valuation of assets or businesses with a view to completing a proposed qualifying transaction.

Disclaimer

All information provided in this press release regarding the Company has been provided by the management of the Company and has not been independently verified by the management of the Company. Completion of the transaction is conditional upon, among other things, acceptance by the TSX Venture Exchange. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the management information circular or filing statement to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not not be invoked. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. 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.

This press release contains certain “forward-looking statements” under applicable Canadian securities laws. Forward-looking statements include, but are not limited to, statements regarding XAU’s future business and operations. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events differ materially from those expressed or implied. by such forward-looking statements. These factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or non-receipt of 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 intention or obligation to publicly update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. on the applicable securities so require. .

For more information please contact:

Gary’s Bay
Chief executive officer
Tel: 647-339-4301

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128045