Mr. Gary Bay reports

XAU RESOURCES INC. ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

Xau Resources Inc. has closed the first tranche of its private placement announced on Nov. 25, 2025. Xau has raised gross proceeds of $880,000 from the issuance of 3.52 million units at a price of 25 cents per unit in this first tranche.

Each unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of 40 cents from the date of issuance until its expiry on June 12, 2027, subject to an accelerated expiry if Xau's common shares trade above 80 cents for 20 consecutive trading days.

The financing was completed in reliance on applicable prospectus exemptions. All securities issued are subject to a statutory hold period of four months and one day from the date of issuance. The financing remains subject to final approval from the TSX Venture Exchange.

In connection with the first tranche of the financing, Xau paid aggregate cash finders' fees of $30,000, representing 4 per cent of the proceeds raised from certain subscribers, and issued 120,000 finders' warrants. Each finder's warrant entitles the holder thereof to acquire one common share of Xau from the date of issuance until its expiry on June 12, 2027, subject to an accelerated expiry if Xau's common shares trade above 80 cents for 20 consecutive trading days. Finders' fees and finders' warrants were paid and issued in accordance with applicable securities laws and TSX-V policies.

Use of proceeds

Xau intends to use the net proceeds from the financing to support the next phase of exploration at Xau's Noseno gold project, advance efforts to expand its Guyanese land package, repay outstanding debt and strengthen Xau's balance sheet as it advances strategic growth initiatives.

About Xau Resources Inc.

Xau is a gold exploration and development company advancing high-potential assets within Guyana's prolific greenstone belt. Focused on its Noseno gold project and other targets within the region, Xau is well positioned to tap into Guyana's rich, underexplored mineral potential, capitalizing on the country's investor-friendly policies and growing infrastructure.

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