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

Toronto, Ontario–(Newsfile Corp. – April 25, 2022) – Mr. Jay Hambro, an investor 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 April 30, 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 conversion of the Subscription Receipts, each Subscription Receipt will entitle the holder thereof to receive one common share of the Company (“Common Share“). On April 22, 2022, Mr. Hambro acquired ownership of 1,438,311 newly issued Subscription Receipts of the Corporation at a price of C$0.25 per Subscription Receipt for aggregate consideration of $359,577.75.

Prior to the completion of the Private Placement, Mr. Hambro did not hold directly or indirectly, and/or have control and direction over any securities of the Company.

Upon completion of the Private Placement, Mr. Hambro holds directly or indirectly, and/or has control and direction over no Common Shares of the Company and 1,438,311 Subscription Receipts of the Company representing 14.31% of the outstanding Common Shares on a partially diluted basis, assuming the conversion of the 1,438,311 Subscription Receipts held by 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
Jay Hambro
Phone: 647-339-4301

Not for US Distribution

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