Mr. Gary Bay reports

XAU RESOURCES INC. ANNOUNCES AMENDMENTS TO BUSINESS COMBINATION AGREEMENT WITH QS HOLDINGS INC.

Xau Resources Inc. has entered into an amending agreement dated Oct. 5, 2026, with QS Holdings Inc. to extend certain deadlines under their business combination agreement dated June 10, 2026. The proposed acquisition of QS Holdings by Xau 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 Aug. 14, 2026, available under the company's SEDAR+ profile.

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 Dec. 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 Jan. 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 time frame or at all.

Trading in the company's common shares remains halted pending completion of the TSX Venture Exchange'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.

We seek Safe Harbor.