Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Closing of the Private Placement of XAU Resources Inc.

Toronto, Ontario–(Newsfile Corp. – March 7, 2022) – Mr. Peter Hambro, a director of XAU Resources Inc. (the “Company”) announces that he has filed an early warning report (the “Early Warning Report”) under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the closing of a private placement (the “Private Placement“).

The Private Placement was previously announced by the Company on October 22, 2021. It consists of 4,000,000 subscription receipts (“Subscription Receipt“) at a price of $0.25 per Subscription Receipt to raise gross proceeds of $1,000,000. The gross proceeds of the Private Placement are being held in escrow pending the satisfaction or waiver of certain escrow release conditions on or prior to 5:00 p.m. (Toronto time) on March 31, 2022. The net proceeds of the Private Placement will be used to fund the phase one work program on the Noseno Property and general and administrative operating expenses. On the deemed exercise of the Subscription Receipts, each Subscription Receipt will entitle the holder thereof to receive one common share (“Common Share“). Mr. Hambro acquired 1,77,689 Subscription Receipts through Catopriam Ltd. for aggregate consideration of C$294,422.25, and such 1,177,689 Subscription Receipts can be converted into 1,177,689 Common Shares of the Company upon satisfaction of certain escrow release conditions.

Prior to the completion of the Private Placement, Mr. Hambro owned directly or indirectly, and/or had control and direction over an aggregate of 1,332,000 Common Shares of the Company, representing 15.47% of outstanding Common Shares and 1,614,374 Common Shares representing 18.15% of the outstanding Common Shares on a partially diluted basis, assuming the exercise of 282,374 stock options (“Options“) granted to Mr. Hambro.

Upon completion of the Private Placement, Mr. Hambro holds directly or indirectly, and/or had control and direction over an aggregate of 1,332,000 Common Shares of the Company, representing 15.47% of outstanding Common Shares and 2,792,063 Common Shares representing 27.72% of the outstanding Common Shares on a partially diluted basis, assuming the exercise of 282,374 Options and exercise of the 1,177,689 Subscription Receipts granted to Mr. Hambro.

Mr. Hambro may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions and other relevant factors.

A copy of the Early Warning Report filed by Mr. Hambro will be available under the Company’s profile on SEDAR at www.sedar.com.

Contact Information
Peter Hambro
Phone: +447774153498

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