2022-06-20 | TSXV:GIG.P | Press release

Toronto, Ontario–(Newsfile Corp. – June 20, 2022) – XAU Resources Inc. (“XAU“or the”society“), a capital pool company listed on the TSX Venture Exchange (TSXV: GIG.P), is pleased to announce that it has completed its qualifying transaction (the “Eligible transaction“) with North West Exploration Inc. (“North West“). The resulting issuer, XAU Resources Inc. (the “Resulting emitter“) and its shares are expected to begin trading on the TSX Venture Exchange on or about June 27, 2022 under the ticker symbol “GIG”. In connection with the Qualifying Transaction, the subscription receipts (the “Subscription receipts“) issued by the Company on March 7, 2022 in a non-brokered private placement (the “Funding“), were automatically converted into 4,000,000 common shares of the Resulting Issuer. No other shares were issued in connection with the Qualifying Transaction.

The financing consisted of 4,000,000 subscription receipts issued at $0.25 per subscription receipt for gross proceeds of $1,000,000. The proceeds were released from escrow upon closing of the Qualifying Transaction and will allow the Resulting Issuer to finance phase one of the work program on the Noseno Property.

As part of the Financing, the Company paid $5,047 to certain intermediaries and issued 20,188 intermediation warrants (the “Intermediation mandates“). Each Finder’s Warrant is exercisable to acquire one (1) common share of the Resulting Issuer at $0.25 for a period of twenty-four (24) months from the date of issue.

In connection with the closing of the Qualifying Transaction, the Resulting Issuer granted 400,000 stock options (the “Choice“) to certain directors, officers and consultants of the Resulting Issuer. Each Option may be exercised to acquire one (1) common share of the Resulting Issuer at $0.25 for a period of five (5) years from the date of the grant.

Following completion of the Qualifying Transaction, 12,611,500 common shares, 1,222,222 stock options and 20,188 resulting issuer warrants are issued and outstanding (or 13,853,910 ordinary on a fully diluted basis).

Additional information regarding the Qualifying Transaction can be found in the Statement of Filing dated June 14, 2022 filed on SEDAR.

Forward-looking statements

This press release may contain forward-looking statements (within the meaning of applicable securities laws) that reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, ” estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts and projections and include, but are not limited to, statements regarding the future success of the Company’s business.

The forward-looking statements contained in this press release are based on certain assumptions, including, without limitation, the shares commencing trading on the TSXV. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Accordingly, readers should not place undue reliance on these forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

FOR MORE INFORMATION, PLEASE CONTACT:

For more information regarding XAU Resources Inc., please contact:

Gary’s Bay

Chief executive officer

Tel: 647-339-4301

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128363

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