XAU Resources Inc. Corrects Disclosure Regarding Closing of Subscription Receipt Financing

Toronto, Ontario–(Newsfile Corp. – March 8, 2022) – XAU Resources Inc. (TSXV: GIG.P) (“XAU” or the “Company“) announces corrections to the Company’s news release dated March 7, 2022 (the “Closing News Release“).

The Closing News Release announced the closing of the Company’s previously announced non-brokered private placement financing (the “Financing“) of subscription receipts (the “Subscription Receipts“) at a price of $0.25 per Subscription Receipt for gross proceeds of $1,000,000.

The Closing News release incorrectly stated that the Company paid $4,872 and issued 19,488 finder warrants (the “Finder Warrants“) to certain finders in connection with the Financing. The Company will in fact pay $5,047 and issue 20,188 Finder Warrants to certain finders upon closing of the Company’s proposed qualifying transaction on the TSX Venture Exchange (“TSXV“) in accordance with TSXV Policy 2.4 – Capital Pool Companies.

The Subscription Receipts issued pursuant to the Financing, and the common shares of the Company issuable upon conversion of the Subscription Receipts, are subject to a hold period of four months and one day expiring on July 8, 2022. Finder Warrants, and common shares of the Issuer issuable upon exercise of Finder Warrants, will be subject to a hold period of four months and one day from the closing of the Company’s qualifying transaction.

About XAU Resources Inc.

The Company is a “capital pool company” as defined under TSXV Policy 2.4. It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until completion of a “Qualifying Transaction”, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.

For further information please contact:

Gary Bay
Chief Executive Officer
Tel: 647-339-4301

Cautionary Notes

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Financing will be completed on the terms set forth in this press release, on acceptable terms or at all; all applicable shareholder and regulatory approvals for the Transaction will be received; the Transaction will be completed on the terms set forth in this press release, on acceptable terms or at all. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; compliance with extensive financial regulations; domestic and foreign laws and regulations adversely affecting Hank’s business and results of operations; the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/116035