Mr. Gary Bay reports

XAU RESOURCES INC. PROVIDES CORPORATE UPDATE

Xau Resources Inc. has provided the following update on the status of the TSX Venture Exchange review of its proposed acquisition of QS Holdings Inc. and the Quartzstone gold project, its exploration activities in Guyana, and its upcoming annual general meeting.

Trading halt and status of the transaction

Trading in the company's common shares has been halted since April 23, 2026, when the company announced its letter of intent to acquire QS Holdings. The transaction is expected to constitute a reverse takeover under TSX-V Policy 5.2, Changes of Business and Reverse Takeovers. Accordingly, the resulting issuer will be required to satisfy the exchange's initial listing requirements, and trading is expected to remain halted until the exchange's review is complete and the applicable requirements have been met. As previously announced on June 10, 2026, completion of the transaction is also conditional on completion of the concurrent private placement financing to be undertaken by QS Holdings.

The company continues to work with exchange staff to address the exchange's comments. The exchange's review is continuing. There can be no assurance as to the timing or outcome of the exchange's review, whether the transaction will be completed, or when trading in the company's shares will resume. The company will provide further updates by news release as material developments occur.

Exploration activities in Guyana

The company has moved to a new office in Georgetown, Guyana, to support its exploration activities in the country.

At the Noseno project, the company is processing and interpreting approximately 5,257 line kilometres of airborne magnetic and radiometric survey data acquired from the Guyana Geology and Mines Commission (GGMC). The company intends to use the results to identify and prioritize targets for a planned exploration program.

Property portfolio

Noseno project:  Staged exploration is planned; geophysical targeting is under way.

Matthews Ridge gold project:  As announced on Aug. 20, 2026, the company has entered into an option agreement to acquire a 100-per-cent interest in the Matthews Ridge gold project, located approximately 32 kilometres north of the Noseno project. The option agreement is subject to exchange acceptance.

Quartzstone gold project:  The Quartzstone gold project is held through QS Holdings and its acquisition forms part of the transaction, which remains subject to exchange acceptance and shareholder approval. As previously disclosed on Aug. 14, 2026, Fortuna Mining Corp. is carrying out a 2026 work program on the project valued at approximately $5.6-million (U.S.), including an initial 5,000-metre diamond drilling program. This summary is based on information provided by Fortuna and has not been independently verified by a qualified person on behalf of the company.

Annual general meeting

The company's annual general meeting of shareholders will be held on Tuesday, Oct. 20, 2026, at 11 a.m. Toronto time, at the offices of WeirFoulds LLP, 66 Wellington St. W, Suite 4100, TD Bank Tower, Toronto, Ont. The meeting will address annual business only and will not include a vote on the Transaction. Meeting materials can be found on the company's website. If the exchange conditionally accepts the transaction, the company will call a separate special meeting of shareholders to consider the transaction, and a management information circular describing it will be mailed to shareholders and filed on SEDAR+.

Qualified person

The scientific and technical information in this news release has been reviewed and approved by Kevin Thomson, PGeo, a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects. Mr. Thomson is a consultant to the company. The qualified person has not independently verified the GGMC airborne geophysical data referred to in this news release.

About Xau Resources Inc.

Xau Resources is a Canadian mineral exploration company focused on the acquisition, exploration and advancement of gold projects in Guyana.

We seek Safe Harbor.