Xau Resources Inc (GIG)

XAU Resources Inc. Announces Entry into Definitive Agreement to Acquire QS Holdings Inc.June 10, 2026 11:19 AM
NewsfileToronto, Ontario--(Newsfile Corp. - June 10, 2026) - XAU Resources Inc. (TSXV: GIG) ("XAU" or the "Company") is pleased to announce, further to its prior news release on April 23, 2026, that it has entered into a definitive business combination agreement dated June 10, 2026 (the "Business Combination Agreement") with QS Holdings Inc., a company incorporated under the laws of Barbados ("QS Holdings"), pursuant to which XAU will acquire all the issued and outstanding common shares of QS Holdings (the "Acquisition") by way of a three-cornered amalgamation under the Companies Act of Barbados. The Acquisition will entail QS Holdings amalgamating with a newly incorporated wholly owned subsidiary of XAU ("Subco"), and the amalgamated entity ("Amalco") will become a wholly owned subsidiary of XAU. The shareholders of QS Holdings will receive common shares of XAU (the "Consideration Shares") in exchange for their QS Holdings shares, based on an exchange ratio calculated using a deemed aggregate purchase price of C$70,000,000 for the QS Holdings shares and a price of $0.50 per common share of XAU, which was the "Market Price" (as defined under the policies of the TSX Venture Exchange) of the common shares of XAU immediately preceding the execution of the Business Combination Agreement. Trading of the common shares of XAU has been halted and will remain halted pending receipt and review by the TSXV of the requisite filings in respect of the proposed Acquisition. The Acquisition is subject to the satisfaction of customary closing conditions, including receipt of all required regulatory approvals, and is expected to close in the third quarter of 2026.Completion of the Acquisition is subject to a number of conditions, including but not limited to: (i) approval of the Acquisition by the shareholders of QS Holdings as required by the Companies Act of Barbados; (ii) approval of the Acquisition by the shareholders of XAU as required under TSXV Policies and/or applicable securities laws; (iii) conditional approval by the TSXV for the listing of the Consideration Shares; (iv) the completion of the Concurrent Financing (as described below); (v) the completion and delivery of audited financial statements of QS Holdings (as described below); (vi) the entering into of investor rights agreements with certain shareholders (as described below); (vii) the reconstitution of the XAU board to six directors, which shall include the incumbent XAU directors and two nominees of certain shareholders of QS Holdings (as described below); (viii) holders of not more than 10% of the common shares of QS Holdings having exercised any applicable dissent rights; (ix) there being no material adverse effect in respect of either party; (x) the satisfaction of any requirements pursuant to MI 61-101; and (xi) other customary closing conditions. The Outside Date for completing the Acquisition is October 31, 2026.QS Holdings has a 100% interest in Qstone Inc., a private Guyanese company, which is the registered owner of the mining permits known as the Quartzstone Gold Project which cover 296 km² across 83 contiguous medium-scale mining permits in Guyana. The Quartzstone Gold Project is subject to an earn-in agreement with Fortuna Mining Corp. ("Fortuna") pursuant to which Fortuna may earn up to a 70% interest in the Quartzstone Gold Project. Fortuna may earn an initial 51% interest in the Quartzstone Gold Project by completing a minimum of 60,000 metres of drilling within four years, while paying all license fees and funding all related expenditures. Upon exercise of the first option, Fortuna will form a joint venture with Qstone. Fortuna may earn an additional 19% interest in the Quartzstone Gold Project, for an aggregate 70% interest, by solely funding a feasibility study within three years of exercising the first option and continuing to pay all license fees.In addition to royalties payable to the Government of Guyana on gold production, the Quartzstone Gold Project is subject to a 4.5% net smelter returns royalty in favour of a prior owner, which may be repurchased at any time at a price to be determined by the parties. Certain directors and officers of XAU also hold interests in QS Holdings. Peter Hambro and Gary Bay are directors and officers of XAU and are also shareholders of QS Holdings. Gary Bay is also a director of QS Holdings. Accordingly, the Acquisition does not constitute an "Arm's Length Transaction" under TSXV Policy and may constitute a "related party transaction" or "business combination" under MI 61-101. XAU's special committee of independent directors (the "Special Committee"), comprised of Nataliya Hearn (Chair) and Danièle Spethmann, has overseen the negotiation of the Business Combination Agreement and has received a fairness opinion from Evans & Evans, Inc. stating that, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration offered pursuant to the Acquisition is fair, from a financial point of view, to the Company's shareholders. RecommendationThe Special Committee, and the board of directors of XAU based on the unanimous recommendation of the Special Committee, has determined that the Acquisition is fair, from a financial point of view, to the shareholders of XAU and is in the best interests of XAU. The XAU board of directors recommends that XAU shareholders vote in favour of the Acquisition and the related transactions and matters contemplated in the Business Combination Agreement. The parties will determine the applicability of specific MI 61-101 and TSXV requirements in connection with the Acquisition. The management and board of directors of XAU are expected to remain the same both before and after giving effect to the Acquisition, subject to the addition of Robert Jenkins and Rory Carleton Paget as nominees of certain QS Holdings shareholders to the XAU board.The Business Combination Agreement supersedes the non-binding letter of intent dated March 26, 2026, as amended. The Business Combination Agreement contains customary provisions governing the conduct of business pending closing, non-solicitation covenants, rights to match competing proposals, expense reimbursement provisions, and other customary terms and conditions. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in any management information circular of XAU to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of XAU should be considered highly speculative. The TSXV has in no way passed upon the merits of the Acquisition and has not approved or disapproved of the contents of this news release.Financial InformationThe following is a summary of significant financial information for Qstone Inc., the operating subsidiary of QS Holdings which holds the Quartzstone Gold Project assets. The financial information is derived from audited financial statements prepared in accordance with International Financial Reporting Standards for Small and Medium-sized Entities (IFRS for SMEs) issued by the International Accounting Standards Board and adopted by the Institute of Chartered Accountants of Guyana, and the International Standards on Auditing, and audited by Jivish & Associates Professional Services. Completion of the Acquisition is subject to the completion and delivery to the satisfaction of XAU of audited financial statements of QS Holdings for the year ended October 31, 2025 together with the audited financial statements of Qstone Inc. for the year ended December 31, 2025 and the four months ended December 31, 2024, in each case audited by RSM Canada LLP in accordance with IFRS and Canadian Generally Accepted Auditing Standards, and unaudited review-engagement financial statements of QS Holdings for the six month fiscal period ended April 30, 2026.As of December 31, 2025 (audited): Qstone Inc. reported total assets of G$69,500 (consisting entirely of cash at bank). Total liabilities consisted of non-current liabilities of G$909,473 owed to a related company (West Bank Demerara Gold) for operating expenses paid on the company's behalf, and current liabilities (accruals) of G$76,400, for total liabilities of G$985,873. The company had an accumulated deficit of G$1,016,373 and total shareholders' deficit of G$916,373. Share capital was G$100,000 (100,000 ordinary shares issued and fully paid).For the year ended December 31, 2025 (audited): Qstone Inc. reported total expenditures of G$315,773, consisting of legal and professional fees (G$246,073), audit fees (G$66,700), and bank charges (G$3,000). The company recorded a net loss for the year of G$315,773. Qstone Inc. has not commenced operations to date and has no revenues.As of December 31, 2024 (audited, four-month stub period following incorporation): Qstone Inc. reported total assets of G$22,500 (cash at bank). Total liabilities were G$723,099, comprising non-current liabilities of G$646,699 owed to a related company and current liabilities of G$76,400. The company had an accumulated deficit of G$700,600 and total shareholders' deficit of G$700,599. For the four months ended December 31, 2024, total expenditures were G$700,600, resulting in a net loss for the period of G$700,600. The exchange rate between the Guyanese Dollar (G$) and the Canadian Dollar (C$) is G$149.14:C$1, based on the Bank of Guyana as of June 8, 2026. Terms of the AcquisitionPursuant to the Business Combination Agreement, XAU will acquire all of the issued and outstanding common shares of QS Holdings (currently consisting of 100,000 common shares) in consideration of the issuance of Consideration Shares based on an exchange ratio calculated using a deemed aggregate purchase price of C$70,000,000 for the QS Holdings shares. The value of Consideration Shares to be issued is based on a price of $0.50 per common share of XAU, which was the "Market Price" (as defined under the policies of the TSX Venture Exchange) of the common shares of XAU immediately preceding the execution of the Business Combination Agreement. The Acquisition will be structured as a three-cornered amalgamation under the Companies Act of Barbados, whereby QS Holdings will amalgamate with Subco, resulting in Amalco becoming a wholly owned subsidiary of XAU. No cash consideration is payable as part of the Acquisition; the entire purchase price is to be satisfied through the issuance of Consideration Shares. No fractional Consideration Shares will be issued; any fractional entitlement will be rounded down to the next lesser whole number of Consideration Shares without additional compensation.No finder's fee or commission has been paid or is payable in connection with the Acquisition, other than any such fee or commission which may be agreed to in relation to the Concurrent Financing (as described below).The Business Combination Agreement includes customary representations, warranties, covenants and conditions and certain other provisions including non-solicitation provisions and other deal protection clauses, subject to the right of XAU to accept a superior proposal in certain circumstances, with QS Holdings having a 5-business day right to match any such superior proposal. The Business Combination Agreement also provides for each party to be reimbursed (by the other) for its reasonable and necessary costs and expenses incurred in connection with the Acquisition if the Business Combination Agreement is terminated by the other party in certain circumstances. Such reimbursement will be limited to a maximum of C$200,000 in certain circumstances.Upon completion of the Acquisition, existing XAU shareholders will own between approximately 47.7% (minimum Concurrent Financing) and 42.8% (maximum Concurrent Financing) of XAU (which figures include the Consideration Shares to be received by Peter Hambro and Gary Bay (together with his spouse Ksenia Povzner-Bay), who are shareholders of both XAU and QS Holdings), former QS Holdings shareholders (excluding Peter Hambro and Gary Bay (together with his spouse Ksenia Povzner-Bay)) will own between approximately 41.0% (minimum Concurrent Financing) and 36.8% (maximum Concurrent Financing) of XAU, and investors in the Concurrent Financing will own between 11.3% and 20.3% of XAU Shares, in each case on an undiluted basis. XAU will have approximately 176,761,500 common shares issued and outstanding assuming the minimum Concurrent Financing or approximately 196,761,500 common shares issued and outstanding assuming the maximum Concurrent Financing. The Acquisition may be considered an "RTO" under TSXV Policy. XAU will continue to be involved in the same industry sector, and XAU will continue trading under the name XAU Resources Inc. and ticker symbol TSXV:GIG following the closing of the Acquisition.Location of Target Assets and Jurisdiction of Target CompanyQS Holdings is incorporated under the laws of Barbados. QS Holdings is the sole beneficial owner of all of the issued and outstanding share capital of Qstone Inc., which is incorporated under the laws of the Co-operative Republic of Guyana, with its registered office located at Lot 143A Robin's Place West, Bel Air Park, Georgetown, Guyana. Qstone Inc. holds the mineral rights in respect of the Quartzstone Gold Project, consisting of 83 contiguous medium-scale mining permits totalling 73,062 acres (approximately 296 km²) located in the Cuyuni/Mazaruni Area, Region #7, Guyana. The mining permits are governed by the Mining Act (Cap. 65:01) of Guyana and related legislation.About the Quartzstone Gold ProjectThe Quartzstone Gold Project (the "Property") is an advanced-stage gold exploration property located in the Cuyuni-Mazaruni Region of north-central Guyana, approximately 120 kilometres west of Georgetown and 45 kilometres east-southeast of Zijin Mining Group's Aurora Gold Mine. The Property comprises 83 medium-scale mining permits covering approximately 29,570 hectares, all in good standing with the Guyana Geology and Mines Commission.The Property lies within the Palaeoproterozoic Barama-Mazaruni Supergroup of the Guiana Shield - one of the world's most prolific orogenic gold belts - and hosts gold mineralization along a regional north-south shear zone spanning more than 25 kilometres along the western flank of a Trans-Amazonian granite intrusive. The tectonic setting is comparable to that for the Oko deposits (G Mining and G2 Goldfields) 22 kilometres southeast of Quartzstone, which occur along a north-south shear zone on the western flank of the Bartica Gneissic complex. Refer to Figure 1.Gold at Quartzstone occurs in quartz and quartz-tourmaline-carbonate veins and breccia zones plus sericite-silica alteration zones hosted in the granite contact shear structure, within north-northeasterly trending cross structures which cut across the western volcano-sediments and into the granite on the east, and within quartz-veined brittle deformation zones within the granite. Historical drilling by the prior owner included 183 diamond drill holes totalling over 23,000 metres, with significant (un-cut) gold intersections including 10.5 metres at 19.9 g/t Au1 (Main Pit zone), 12.0m at 10.8 g/t Au2 (Main Pit zone) and 5.6 metres at 27.8 g/t Au3 (Blue South zone). Drilling has tested less than 5 kilometres of strike of the 25+ kilometre long granite contact structure. In addition, several trenches along the main north-south structure returned exceptional (un-cut) gold intersections which have not yet been drill-tested, including 21.5 metres at 13.2 g/t Au4, 7.1 metres at 21.9 g/t Au5 and 17 metres at 4.5 g/t Au. Neither QS Holdings nor Qstone Inc. has conducted any exploration or development work on the Property since its acquisition of the Property in 2025.The Property hosts a historical Mineral Resource estimated to consist of 933,000 tonnes at 5.44 g/t Au for 163,200 ounces of gold Indicated plus 1,911,000 tonnes at 4.79 g/t Au for 294,500 ounces of gold Inferred6. Further drilling and economic modelling is required to make the resource current. The historical Mineral Resource Estimate ("MRE") is relevant for understanding the general scale and style of mineralization; however, its reliability is limited due to the use of estimation methodologies that do not meet current CIM Definition Standards. Uncertainties exist in the historical MRE as the underlying data and estimation methods have not been fully verified by the Company's Qualified Person. The mineralized zones remain open, and ongoing exploration has the potential to expand the known mineralization in addition to making new discoveries on multiple, untested strike-extensive structures, which could add to the resource at Quartzstone.Figure 1. Location and Geological Setting of the Quartzstone PropertyTo view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6447/300883_f600812984835973_001full.jpgThe qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. The issuer is not treating the historical resource estimate as current mineral resources or mineral reserves.Principals and Insiders of the Resulting IssuerUpon closing of the Acquisition, the board of directors of XAU will be reconstituted and expanded to consist of six directors, which will include two new directors as nominees of certain QS Holdings shareholders (as described below). The current incumbent directors of XAU will remain on the board, and the officers of XAU will not change as a consequence of the Acquisition. The following persons will constitute Principals or Insiders of the Resulting Issuer:Gary Bay – Chief Executive Officer and Director. Mr. Bay is a founding director and the Chief Executive Officer of XAU. Mr. Bay currently holds 370,000 XAU Shares (approximately 2.2%). Mr. Bay, together with his spouse Ksenia Povzner-Bay, holds 17,000 QS Holdings shares (17.0%), of which Mr. Bay holds 10,000 shares (10.0%) directly and Ms. Povzner-Bay holds 7,000 shares (7.0%). Following the Acquisition, Mr. Bay and Ms. Povzner-Bay will hold, in the aggregate, approximately 24,170,000 XAU Shares (approximately 12.3% to 13.7%, depending on the extent of the Concurrent Financing). Mr. Bay is also the sole director of QS Holdings. Mr. Bay resides in Toronto, Canada.Peter Hambro – Chairman and Director. Mr. Hambro serves as Chairman of the Board of XAU and is a significant shareholder, beneficially owning or controlling in excess of 10% of XAU's outstanding shares. Mr. Hambro is Chairman and majority shareholder of Peter Hambro Limited, a London-based investment house specializing in mining and private equity, Co-Founder of Petropavlovsk plc, and a former Chairman and Director of IRC Ltd. (HKEX). Mr. Hambro currently holds 2,509,689 XAU Shares (approximately 14.97%), of which 1,177,689 are held through Catopriam Ltd., a company controlled by Mr. Hambro. Mr. Hambro also holds, through Peter Hambro Limited, 31,210 QS Holdings shares (31.21%). Following the Acquisition, Mr. Hambro will hold approximately 46,203,689 XAU Shares (approximately 23.5% to 26.1%, depending on the extent of the Concurrent Financing), and will become a Control Person of XAU. Mr. Hambro resides in London, United Kingdom.Nataliya Hearn – Director and Chair of Special Committee. Ms. Hearn serves as a director of XAU and as Chair of the Special Committee of independent directors overseeing the Acquisition. Ms. Hearn is the President of Link-Tech Inc. (since April 2015) and a Director of Bio Life Sciences Inc. (since December 2020). Ms. Hearn was previously CEO of American Rare Earths and Materials (2010-2012) and CEO of Element 21 Sports (2002-2010). Ms. Hearn resides in Toronto, Canada.Danièle Spethmann, P.Geo. – Director and Member of Special Committee. Ms. Spethmann serves as a director of XAU and as a Member of the Special Committee of independent directors overseeing the Acquisition. Ms. Spethmann is the retired CEO, Founder and Director of Kirkland Lake Discoveries Corp. She previously worked with IAMGOLD, African Copper, Aurelian Resources and Boliver Goldfields, and is a member of APGO. Ms. Spethmann resides in Toronto, Canada.Andrey Maruta – Chief Financial Officer and Corporate Secretary. Mr. Maruta has served as CFO of XAU Resources Inc. since 2022. He was formerly CFO of Otso Gold Corp (TSXV), CFO of Kore Potash Plc (ASX/AIM/JSE) and CFO of Petropavlovsk plc (LSE). Mr. Maruta resides in London, United Kingdom.Bogdan Maslovskiy – New Control Person. Mr. Maslovskiy holds 46,820 QS Holdings shares (46.82%). Following the Acquisition, Mr. Maslovskiy will receive, in the aggregate, approximately 65,548,000 XAU Shares (representing approximately 33.3% to 37.1% of the outstanding XAU Shares, depending on the extent of the Concurrent Financing) and Mr. Maslovskiy will become a new Control Person of XAU. Mr. Maslovskiy resides in Manchester, United Kingdom. Robert Jenkins – Proposed Director. Mr. Jenkins is an experienced professional with significant Non-Executive Director (NED) experience, having served as Audit and Remuneration Committee Chair and Senior Independent Director for UK Stock Exchange Premium Listed companies. He possesses over 30 years of investment-related experience encompassing private equity, financial advisory, public company CFO and NED roles. Mr. Jenkins' recent professional experience includes serving as a Board Member for Oppenheimer Resources SICAV-SIF from 2015 to 2024, a Luxembourg investment vehicle focused on financing oil production in the United States. He also held roles as Senior Independent Director, Audit Committee Chair, and Remuneration Committee Chair for Petroplavlovsk PLC, a UK Stock Exchange premium listed company, from 2015 to 2017 and again from 2018 to 2020. Mr. Jenkins is a Chartered Accountant with a background in investment banking and private equity and is multilingual. Mr. Jenkins does not own any XAU shares or shares of QS Holdings and resides in London, United Kingdom. Rory Carleton Paget – Proposed Director. Mr. Carleton Paget is a capital markets and emerging markets adviser with over 25 years of experience in fundraising, debt capital markets, strategic introductions, transaction structuring and investor relations. He has advised companies on bond issuance, private placements, flotations and strategic partnerships across Europe, Central Asia, North Africa, and other international markets. Since 2017, he has been a Senior Associate at Gryphon Emerging Markets, focusing on investment banking and advisory in emerging and frontier markets. His experience includes working with banks, family offices, corporations, private investors and institutional counterparties. Mr. Carleton Paget does not own any XAU shares or shares of QS Holdings, and resides in London, United Kingdom.Financing ArrangementsQS Holdings has agreed to, in cooperation with XAU, undertake a concurrent private placement financing of subscription receipts for common shares in the capital of QS Holdings (the "Concurrent Financing") in connection with the Acquisition. The Concurrent Financing will raise aggregate gross proceeds between C$10,000,000 (minimum) and C$20,000,000 (maximum), or such other amount as may be agreed by QS Holdings and XAU, and be on such terms and conditions as agreed by QS Holdings and XAU. It is anticipated that the net proceeds of the Concurrent Financing will ensure sufficient working capital to fund property expenditures and general corporate purposes following the Closing. The parties have not yet determined whether a broker will be engaged to assist with the Concurrent Financing. The completion of the Concurrent Financing is a condition to the closing of the Acquisition. Investor Rights Agreements and Board RepresentationIn connection with the Acquisition, XAU has agreed to enter into investor rights agreements with each former QS Holdings shareholder that, immediately following the completion of the Acquisition, will hold 10% or more of the outstanding common shares of XAU. Under these agreements, each such shareholder will (following the closing of the Acquisition) be entitled to nominate one director to the XAU board for so long as such shareholder holds at least 10% but less than 30% of the outstanding XAU Shares. If such shareholder holds 30% or more of the outstanding XAU Shares, such shareholder will instead be entitled to nominate two directors to the XAU board. Upon closing of the Acquisition, the board of directors of XAU will be reconstituted and expanded to consist of six directors, which will include the current XAU directors (Gary Bay, Peter Hambro, Nataliya Hearn and Daniele Spethmann) and two new directors (Robert Jenkins and Rory Carleton Paget) as nominees of certain QS Holdings shareholders. The entering into of these investor rights agreements is a condition to the closing of the Acquisition.Voting Support AgreementsIn connection with the Acquisition, certain XAU shareholders, including each of XAU's directors and officers, (collectively, the "Supporting XAU Shareholders"), representing in aggregate approximately 20% of the issued and outstanding XAU shares as of the date of the Business Combination Agreement, have entered into voting support agreements with QS Holdings pursuant to which each Supporting XAU Shareholder has agreed, among other things, to vote all XAU Shares beneficially owned by them in favour of the Acquisition (and any related transactions and matters contemplated in the Business Combination Agreement) and against any competing proposals at any meeting of XAU shareholders convened to consider the Acquisition, subject to certain conditions. It is also anticipated that certain additional shareholder(s) holding in aggregate approximately 8% of the outstanding XAU shares will enter into a similar voting agreement within the next two weeks. In addition, the Company has agreed under the Business Combination Agreement to cause its management to vote all proxies received in respect of, or otherwise direct the voting of, the XAU shares that are subject to the voting agreement and power of attorney among the Company, Pavel Maslovskiy, Alexey Maslovskiy and TSX Trust Company made as of June 20, 2022, representing in aggregate approximately 12% of the issued and outstanding XAU shares as of the date hereof, in favour of the Acquisition (and any related transactions and matters contemplated in the Business Combination Agreement). The total number of XAU shares held by shareholders that have signed voting support agreements, or are expected to sign voting support agreements following the date of the Business Combination Agreement, or are subject to the voting agreement and power of attorney with TSX Trust Company are expected to represent, in aggregate, approximately 40% of the issued and outstanding common shares of XAU (on non-diluted basis), as of the date hereof, all of which are expected to vote for the Acquisition subject to any minority approval requirements under MI 61-101 or the rules of the TSXV.TimingFurther information regarding the Acquisition and Concurrent Financing will be included in the information circular that the Company will prepare, file and mail in due course to its shareholders in connection with an annual and special meeting of shareholders of the Company at which shareholders of the Company will be asked to consider approving (among other matters) the Acquisition. It is anticipated that the information circular will be mailed in July 2026 and that the meeting of shareholders will take place in August 2026. Closing of the Acquisition would follow thereafter, subject to the satisfaction of all necessary conditions, including the Concurrent Financing, and receipt of all required approvals.The Business Combination Agreement will be filed on the Company's SEDAR+ profile on the SEDAR+ website at www.sedarplus.ca. Advisors and CounselWeirFoulds LLP is legal counsel to XAU Resources Inc., and Evans & Evans, Inc. acted as financial advisor to the Special Committee. Sotos LLP is legal counsel to QS Holdings Inc.Qualified PersonThe scientific and technical information in this news release has been reviewed and approved by Kevin Thomson, P.Geo., an independent geological consultant to the Company, who is a "qualified person" as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.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.For additional information, please contact:Gary Bay
Director and CEO
XAUResources.com

XAU Resources Inc. Announces Letter of Intent to Acquire QS Holdings Inc.April 23, 2026 7:30 AM
NewsfileToronto, Ontario--(Newsfile Corp. - April 23, 2026) - XAU Resources Inc. (TSXV: GIG) ("XAU" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI"), pursuant to which XAU has proposed to acquire all the issued and outstanding common shares of QS Holdings Inc., a corporation incorporated under the laws of Barbados ("QS Holdings") in consideration of the issuance of common shares of XAU (the "Acquisition"). The LOI contemplates an indicative value or purchase price for the Acquisition that is based on a deemed aggregate purchase price of C$70,000,000 for the shares of QS Holdings, with the value of XAU shares to be calculated based on the "Market Price" (as defined under the policies of the TSX Venture Exchange) of the XAU shares on the TSX Venture Exchange immediately preceding the execution of a definitive agreement (the "Transaction Agreement").Trading of the common shares of the Company has been halted and will remain halted pending receipt and review from the TSXV. A comprehensive news release will be issued by the Company setting out the terms of the proposed Acquisition upon the entering into of a definitive Transaction Agreement.Completion of the Acquisition would be subject to a number of conditions, including but not limited to: (i) satisfactory completion of confirmatory corporate, legal, land and technical/environmental due diligence by each party; (ii) approvals by the boards of directors (and their independent directors) of each of XAU and QS Holdings; (iii) approval by XAU shareholders in accordance with applicable securities laws; (iv) stock exchange approvals, regulatory approvals and any required approvals pursuant to Canadian securities laws; (v) the satisfaction by XAU of any requirements pursuant to MI 61-101; and (vi) the negotiation and execution of a definitive Transaction Agreement. QS Holdings holds a 100% interest in Qstone Inc., a private Guyanese company, which is the registered owner of the mining permits known as the Quartzstone Gold Project, covering approximately 296 km² across 83 contiguous medium-scale mining permits in Guyana. The Quartzstone Gold Project is subject to an earn-in agreement with Fortuna Mining Corp. ("Fortuna") pursuant to which Fortuna may earn up to a 70% interest in the Quartzstone Gold Project. Fortuna may earn an initial 51% interest in the Quartzstone Gold Project by completing a minimum of 60,000 meters of drilling within four years, while paying all license fees and funding all related expenditures. Upon exercise of the first option, Fortuna will form a joint venture with Qstone. Fortuna may earn an additional 19% interest in the Quartzstone Gold Project, for an aggregate 70% interest, by solely funding a feasibility study within three years of exercising the first option and continuing to pay all license fees.In addition to royalties payable to the Government of Guyana on gold production, the Quartzstone Gold Project is subject to a 4.5% net smelter returns royalty in favour of a prior owner, which may be repurchased at any time at a price to be determined by the parties. Certain directors and officers of XAU also hold interests in QS Holdings. Peter Hambro and Gary Bay are directors and officers of XAU and are also shareholders of QS Holdings. Accordingly, the Acquisition may constitute a "related party transaction" or "business combination" under MI 61-101. XAU's special committee of independent directors are overseeing the negotiation of the Acquisition. The parties will determine the applicability of specific MI 61-101 and TSXV requirements during negotiations of the terms of the proposed Acquisition and related definitive Transaction Agreement. The management and board of directors of XAU are expected to remain the same both before and after giving effect to the Acquisition.The LOI was entered into on March 26, 2026 and was amended by an amending and extension agreement dated April 10, 2026 and a second amending and extension agreement dated April 22, 2026. There can be no assurance that a definitive Transaction Agreement will be entered into or that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in any information circular of XAU to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of XAU should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Acquisition and has not approved or disapproved of the contents of this news 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.For additional information, please contact:Gary Bay
Director and CEO
XAUResources.com

New ticker is BBAI

Get’n ready mm

GO GiG !

That’s funny cause palantir has already set up collaboration with them

$GIG: BigBear.AI is coming here........... GET READY !!!!!!!!!!!!



Direct Competitor to PALANTIR !!!!!!!!!


NOW $10













GO $GIG

Less than 300 shareholders. Will lose nyse soon.

Doesn't anyone actually research these outside of chat boards?

buy buy buy

Looking good here. Jumped back in and grabbed a few.

Well, another round of dilution. Was extremely disappointed in the $2 price. That said, what happened Friday is very similar to the 9M or so dilution they did last fall to acquire TeraSquare. PPS had closed at $2.15 on 8/20, then dropped to $1.65 on 8/21 (day of secondary announcement). They had priced secondary at $1.70. I was ticked then as I am now. However, within two months the pps had recovered and went on to new highs.

Let's hope history repeats itself. Shouldn't be long before we hear of the next acquisition.

I noticed. Got in for some at $2.51 but may buy some more at the $2.45 level!!!

Becoming oversold. Looking for entry point.

well it got knocked down and is at $2.82. Took my profit at $2.80 but will keep an eye on this one.

I was going to ask you about that wall at $2.81???

Gig peak was oversold and rose nicely. Then it became overbought and will pull back a bit. Once it becomes oversold again buy it. The charts tell the story. May pull back to 2.60 - 2.50 before the next leg to $3.

Don't think he's throwing mud, probably been holding a while at a higher price. I think we can say we've all been there. I agree, this is a good company with it's best days ahead. Study the charts and trade the trading range.

wonder why he picked GIG to throw mud at? I think this stock has a very good chance of hitting $5.00 by EOY.

As a matter of fact Montana Yes, I am and I am up 12% right now.

Anyone still following this POS? Are we gonna dip back into the one's? Avi keeps yapping about how they've built shareholder value. Wonder what that means to him?

was watching today and waiting on it to bounce off the 200 ma and did not quite make it there before it bounced back up. Did pick up some below $2.50.

No, I was out last week bud. But I'm watching.

Still holding GIG? Thoughts on merger and name change to Gigpeak?

The O/S for GIG is 44.1 mil and it is most likely growing imo but at what pace I don't know. Keep in mind that they filed an S-3 for $50 mil on 11/23/15 that went into effect on 12/09/15.

No doubt that most everyone is aware of that, including institutions. So the float depending on institutional buying and holding in their ports remains a question.

Still, I'm not concerned. The $3.00+ may or may not come soon. Perhaps the upcoming investors conferences will bring even more interest. I believe the Roth is next week, the 13th - 16th.

It popped through first resistance today but pulled back. Rarely imo, unless there is significant news will it get through and stay through. Think of it as a battering ram. Its' got to pull back and gain more strength and volume today was about 100,000 under it's 10 day average. Tomorrow is another day.

Thanks for the info. I was just too busy earlier to look, but appreciate the info.
Obviously sales brought the share price below the 50 dma, but I'm curious if you have any thoughts/info on why that happened?
I didn't see any fundamental changes in the company or pr's, etc.
It appears to have gotten caught up in the market downdraft and curiously to me, it hasn't bounced back with the strength it had just recently shown, especially in light of so many positive BUY recommendations, good earnings/guidance, etc.?

There are several excellent chart sites. Take a look at stockcharts.com. Look at the GIG chart. If you'll notice in mid to late October last year, the 50 day average was a resistance point. It would break through and then settle below. Once the PPS gapped up above the 50 the price basically traded above the 50 until recently. Then look at Feb 8 of this year. The PPS gapped below the 50 and the recent selloff occurred. Charts tell excellent stories.

That is the 50 day moving average. It is the average price over the last 50 trading days which for GIG is currently $2.73. If the price breaks the average and begins to trade above the 50 a bull rally will usually ensue. Likewise, when the PPS drops below the 50 dma a bear market usually takes place. It is also nice when the 50 dma (blue line on most charts) breaks through the 200 dma (red line) know as a golden cross or golden crossover.

What is the 50 dma again? Thanks.

While I see the outstanding shares as a relatively small number, what I was really referring to was of the float, something approaching 50% of the shares by the end of this quarter may well be institutionally owned, whose share historically are far less traded and more stable portfolio holding than in the general retail public.

I remain excited owning Gig Optix and look to add more today before i see it breaking the 3.00+ amount soon.

$GIG ~ Need to punch through the 50dma and keep running.

I don't think that I personally would consider 39 mil a low floater but it's not bad either.

Another thing that I like about GIG is there is a very, very small short interest, (0.80) or 298.3k of the O/S and with today's volume 0.3403 days to cover.

There is resistance to clear and we may see a pullback a bit imo but if they clear those resistances there are some pretty clear blue skies above.

The low float has shown us that GIG can really move as it has in the recent past and these days, fundamentals are even better than ever.
Smart buyers, imo, should have a nice position in GIG in their portfolio and today's low share price gives an investor a lot of leverage.

My pleasure. I got back in yesterday and hoping that today's "buy" recommendation by them just might pop this and get it up to a respectable pps where it belongs.

Thanks for sharing.
Another positive BUY recommendation like all the others, including a few OUTPERFORM recommendations recently issued.
GIG has shown it can move when under accumulation and this new BUY recommendation will bring a whole to group of investors, as we saw today and will continue to see in the days to come.
GIG is a great low priced portfolio stock with great potential and promise.

Date Research Firm Action From To
9-Mar-16 Ladenburg Thalmann Initiated Buy
http://finance.yahoo.com/q/ud?s=GIG

Discouraging.
A high quality stock, recommended by all the major firms, excellent fundamentals and very promising future just waiting to be discovered apparently!
One of these days, i will show the upward share price and buying strength it showed before the market correction.

Very impressive after hours upside activity.
Something's up?

Interesting to safely speculate, imo, that institutional investors who have been big past buyers of GIG, must surely be adding to their positions at these bargain levels. We'll see this in the upcoming mutual fund and etf quarterly report.

Company fundamentals remain strong and very promising, coupled with a just announced major new exclusive distribution partnership in Japan, all just add to GIG investment appeal going forward.
These days represent value buying days, as GIG hasn't really recovered from the recent market correction yet.
I continue to add.

GIG is flying under the radar and is truly an 'undiscovered' gem and a a steal of a share price.
GIG was recommended buy two new firms a little over a week ago with a strong BUY.

Big news today with the announcement of the new exclusive partnership with Japans largest distributor of electrical supplies. A huge positive that greatly enhances GIG's revenue and future earnings.

Some early pre-market activity. Let's see what the day holds in what appears to be another down day.

$GIG ~ Excellent distribution partnership news out :)

Slowly but surely moving back up nicely back into the 3.00+ range after being a victim, like many others, to the recent market correction.
GIG has very sound fundamentals and is a very exciting and promising company and represents great value at this price level.

$GIG ~ MM manipulation at it's finest. Nearly 50K shares bought at the ask and 20K bid whacked.

As expected, GIG is just way too cheap, having gotten caught up in the recent market correction.
Today two major firms came out with BUY recommendations, citing numerous positive and constructive fundamentals, one of which is that GIG is currently selling way, way too cheap less than 10X 2016 earnings.
Fundamentals/revenues/earnings and guidance are just too strong and positive.

I'm not debating that GIG appears to be a solid company or that the share price can move some. Lots of stocks moved today. I'm just saying that there is resistance and they will have to take some time along with the market in general improvements. Btw, the market had a pretty good day.

I was off by a couple pennies today as far as what resistance would be. If they clear $2.38 tomorrow $2.50 or possibly a little better might be obtained, unless they produce good news.

GIG has shown that it can move share price wise.
It's impossible to know when the mutual fund and etf portfolio managers will continue their buying of GIG, but they are and will continue buying GIG because it's a quality, promising stock with sound fundamentals. Clearly the kind of stock that portfolio managers want.
The buying of shares and the price recovery of GIG has begun, as we can see and it sure looks to me that we're back on track to assault 3.00 + a share, on the way to 5.00 very soon.

No debate on what you said. It did break through the dma 200 on Friday but it has a tough row to hoe. I did buy back in with my first buy Friday and I usually buy 3 times. The 60 min PSAR has flipped down but watch for some resistance at $2.36, after that $2.53.

Best to all.

It seems to be stabilizing today with buying taking place. Too good of a stock for the fund managers not to be buying for their portfolios.

Companys in the right field with solid fundamentals, like GIG, are the first ones to come back, imo. GIG is showing some turnaround buying today.