Toronto, Ontario--(Newsfile Corp. - October 7, 2026) - XAU Resources Inc. (TSXV: GIG) ("XAU" or the "Company") announces that it has entered into an amending agreement dated October 5, 2026 (the "Amending Agreement") with QS Holdings Inc. ("QS Holdings") to extend certain deadlines under their business combination agreement dated June 10, 2026 (the "Business Combination Agreement"). The proposed acquisition of QS Holdings by XAU (the "Acquisition") remains subject to the satisfaction or waiver of applicable closing conditions, including required shareholder and regulatory approvals.

For further information regarding the Acquisition, readers are referred to the Company's news releases dated June 10, 2026, July 17, 2026 and August 14, 2026, available under the Company's SEDAR+ profile at www.sedarplus.ca.

Amendments to the Business Combination Agreement

The Amending Agreement provides for the following principal extensions:

Certain Deadlines. The deadline to hold the XAU shareholder meeting and the deadline for completion of the concurrent financing have each been extended to December 31, 2026, or such later date as XAU and QS Holdings may mutually agree.

Outside Date. The outside date for completing the Acquisition has been extended to January 31, 2027, subject to any further extension agreed by the parties.

The Target Financial Statements required for the Acquisition under the Business Combination Agreement have also been updated to reflect the updated deadlines. All other terms of the Business Combination Agreement remain unchanged. Completion of the Acquisition is subject to applicable closing conditions, and there can be no assurance that it will be completed on the terms described, within the anticipated timeframe or at all.

Trading in the Company's common shares remains halted pending completion of the TSXV's review of the Acquisition as a reverse takeover. The timing and outcome of that review are uncertain.

The Amending Agreement will be filed under the Company's SEDAR+ profile at www.sedarplus.ca.

Forward-Looking Information

This news release contains forward-looking information, including statements regarding the proposed Acquisition, the anticipated timing of the shareholder meeting, concurrent financing, regulatory review and completion of the Acquisition. Such statements reflect management's current expectations and are subject to risks and uncertainties that may cause actual results to differ materially, including the failure to obtain required approvals, satisfy or waive closing conditions, complete the concurrent financing or complete the Acquisition within the anticipated timeframe or at all. Readers should not place undue reliance on forward-looking information. Additional risks are described in the Company's filings on SEDAR+ at www.sedarplus.ca. Forward-looking information is provided as of the date of this news release, and the Company undertakes no obligation to update it except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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/317822