Toronto, Ontario--(Newsfile Corp. - August 14, 2026) - XAU Resources Inc. (TSXV: GIG) ("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.

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.

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

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.

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
XAU Resources Inc.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309475