{"success":true,"data":{"pressRelease":{"id":"155090","rtpr_id":"nNFC5Rs6XN-20260929","ticker":"GIG","exchange":"","all_tickers":["GIG"],"title":"XAU Resources Inc. Provides Corporate Update","author":"Newsfile Corp","published_at":"2026-09-29T11:00:17.474Z","article_body":"Update on Proposed Acquisition of QS Holdings Inc., Guyana Exploration\nActivities and Annual General Meeting\n\nToronto, Ontario--(Newsfile Corp. - September 29, 2026) - XAU Resources Inc.\n(TSXV: GIG) (\"XAU\" or the \"Company\") provides the following update on the\nstatus of the TSX Venture Exchange (the \"TSXV\" or the \"Exchange\") review of\nits proposed acquisition of QS Holdings Inc. and the Quartzstone Gold Project\n(the \"Transaction\"), its exploration activities in Guyana and its upcoming\nannual general meeting.\n\nTrading Halt and Status of the Transaction\n\nTrading in the Company's common shares has been halted since April 23, 2026,\nwhen the Company announced its letter of intent to acquire QS Holdings Inc.\nThe Transaction is expected to constitute a Reverse Takeover under TSXV Policy\n5.2 – Changes of Business and Reverse Takeovers. Accordingly, the resulting\nissuer will be required to satisfy the Exchange's Initial Listing\nRequirements, and trading is expected to remain halted until the Exchange's\nreview is complete and the applicable requirements have been met. As\npreviously announced on June 10, 2026, completion of the Transaction is also\nconditional on completion of the concurrent private placement financing to be\nundertaken by QS Holdings Inc. (the \"Concurrent Financing\").\n\nThe Company continues to work with Exchange staff to address the Exchange's\ncomments. The Exchange's review is ongoing. There can be no assurance as to\nthe timing or outcome of the Exchange's review, whether the Transaction will\nbe completed, or when trading in the Company's shares will resume. The Company\nwill provide further updates by news release as material developments occur.\n\nExploration Activities in Guyana\n\nThe Company has moved to a new office in Georgetown, Guyana to support its\nexploration activities in the country.\n\nAt the Noseno Project, the Company is processing and interpreting\napproximately 5,257 line-kilometres of airborne magnetic and radiometric\nsurvey data acquired from the Guyana Geology and Mines Commission (\"GGMC\").\nThe Company intends to use the results to identify and prioritize targets for\na planned exploration program.\n\nProperty Portfolio\n* Noseno Project: staged exploration is planned; geophysical targeting is\nunderway.\n* Matthews Ridge Gold Project: as announced on August 20, 2026, the Company\nhas entered into an option agreement to acquire a 100% interest in the\nMatthews Ridge Gold Project, located approximately 32 km north of the Noseno\nProject. The option agreement is subject to Exchange acceptance.\n* Quartzstone Gold Project: the Quartzstone Gold Project is held through QS\nHoldings Inc., and its acquisition forms part of the Transaction, which\nremains subject to Exchange acceptance and shareholder approval. As previously\ndisclosed on August 14, 2026, Fortuna Mining Corp. (\"Fortuna\") is carrying out\na 2026 work program on the project valued at approximately US$5.6 million,\nincluding an initial 5,000-metre diamond drilling program. This summary is\nbased on information provided by Fortuna and has not been independently\nverified by a qualified person on behalf of the Company.\nAnnual General Meeting\n\nThe Company's annual general meeting of shareholders will be held on Tuesday,\nOctober 20, 2026 at 11:00 a.m. (Toronto time) at the offices of WeirFoulds\nLLP, 66 Wellington Street West, Suite 4100, TD Bank Tower, Toronto, Ontario.\nThe meeting will address annual business only and will not include a vote on\nthe Transaction. Meeting materials can be found at:\nhttp://www.xauresources.com/AGM. If the Exchange conditionally accepts the\nTransaction, the Company will call a separate special meeting of shareholders\nto consider the Transaction, and a management information circular describing\nit will be mailed to shareholders and filed on SEDAR+.\n\nQualified Person\n\nThe scientific and technical information in this news release has been\nreviewed and approved by Kevin Thomson, P.Geo., a \"Qualified Person\" as\ndefined by National Instrument 43-101 – Standards of Disclosure for Mineral\nProjects. Mr. Thomson is a consultant to the Company. The Qualified Person has\nnot independently verified the GGMC airborne geophysical data referred to in\nthis news release.\n\nAbout XAU Resources Inc.\n\nXAU Resources Inc. is a Canadian mineral exploration company focused on the\nacquisition, exploration and advancement of gold projects in Guyana.\n\nFor further information, please contact:\n\nGary Bay, Chief Executive Officer\nEmail: gb@xauresources.com | Tel: +1 647 339-4301\nGeneral enquiries: info@xauresources.com\nWebsite: www.xauresources.com\n\nCautionary Note Regarding the Transaction\n\nCompletion of the Transaction is subject to a number of conditions, including\nExchange acceptance and shareholder approval. Where applicable, the\nTransaction cannot close until the required shareholder approval is obtained.\nThere can be no assurance that the Transaction will be completed as proposed\nor at all. Investors are cautioned that, except as disclosed in the management\ninformation circular to be prepared in connection with the Transaction, any\ninformation released or received with respect to the Transaction may not be\naccurate or complete and should not be relied upon. Trading in the securities\nof the Company should be considered highly speculative. The TSX Venture\nExchange Inc. has in no way passed upon the merits of the proposed Transaction\nand has neither approved nor disapproved the contents of this news release.\n\nForward-Looking Information\n\nThis news release contains \"forward-looking information\" within the meaning of\napplicable Canadian securities legislation. Forward-looking information\nincludes, but is not limited to, statements regarding:\n* the Exchange's review of the Transaction and its outcome;\n* the completion of the Transaction and the Concurrent Financing;\n* the calling and holding of a special meeting of shareholders to approve the\nTransaction;\n* the resumption of trading in the Company's shares;\n* the Exchange's acceptance of the Matthews Ridge option agreement;\n* the processing and interpretation of geophysical data and its use in\nidentifying exploration targets;\n* the planned exploration programs at the Noseno, Matthews Ridge and\nQuartzstone projects, including the work program being carried out by Fortuna;\nand\n* the holding of the Company's annual general meeting.\nForward-looking information is based on assumptions made by management,\nincluding that the required Exchange, shareholder and third-party approvals\nwill be obtained; that financing will be available on acceptable terms; and\nthat exploration activities will proceed as planned.\n\nForward-looking information is subject to known and unknown risks and\nuncertainties that could cause actual results to differ materially, including:\ndelays in obtaining, or failure to obtain, Exchange acceptance of the\nTransaction; failure to obtain shareholder approval or to satisfy other\nclosing conditions; failure to complete the Concurrent Financing; the inherent\nrisks of mineral exploration, including that exploration may not result in the\ndiscovery of economic mineralization; reliance on third parties, including\nFortuna; regulatory, permitting and title risks; political and economic\nconditions in Guyana; and fluctuations in gold prices and currency exchange\nrates.\n\nReaders are cautioned not to place undue reliance on forward-looking\ninformation. The forward-looking information in this news release is made as\nof the date hereof, and the Company disclaims any obligation to update or\nrevise it, except as required by applicable securities laws. For a more\ndetailed discussion of risk factors, please refer to the Company's filings on\nSEDAR+ at www.sedarplus.ca.\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/316471","article_body_html":"","raw_payload":{"data":{"id":"nNFC5Rs6XN-20260929","title":"XAU Resources Inc. Provides Corporate Update","author":"Newsfile Corp","ticker":"GIG","created":"2026-09-29T11:00:17.474Z","tickers":["GIG"],"exchange":"","article_body":"Update on Proposed Acquisition of QS Holdings Inc., Guyana Exploration\nActivities and Annual General Meeting\n\nToronto, Ontario--(Newsfile Corp. - September 29, 2026) - XAU Resources Inc.\n(TSXV: GIG) (\"XAU\" or the \"Company\") provides the following update on the\nstatus of the TSX Venture Exchange (the \"TSXV\" or the \"Exchange\") review of\nits proposed acquisition of QS Holdings Inc. and the Quartzstone Gold Project\n(the \"Transaction\"), its exploration activities in Guyana and its upcoming\nannual general meeting.\n\nTrading Halt and Status of the Transaction\n\nTrading in the Company's common shares has been halted since April 23, 2026,\nwhen the Company announced its letter of intent to acquire QS Holdings Inc.\nThe Transaction is expected to constitute a Reverse Takeover under TSXV Policy\n5.2 – Changes of Business and Reverse Takeovers. Accordingly, the resulting\nissuer will be required to satisfy the Exchange's Initial Listing\nRequirements, and trading is expected to remain halted until the Exchange's\nreview is complete and the applicable requirements have been met. As\npreviously announced on June 10, 2026, completion of the Transaction is also\nconditional on completion of the concurrent private placement financing to be\nundertaken by QS Holdings Inc. (the \"Concurrent Financing\").\n\nThe Company continues to work with Exchange staff to address the Exchange's\ncomments. The Exchange's review is ongoing. There can be no assurance as to\nthe timing or outcome of the Exchange's review, whether the Transaction will\nbe completed, or when trading in the Company's shares will resume. The Company\nwill provide further updates by news release as material developments occur.\n\nExploration Activities in Guyana\n\nThe Company has moved to a new office in Georgetown, Guyana to support its\nexploration activities in the country.\n\nAt the Noseno Project, the Company is processing and interpreting\napproximately 5,257 line-kilometres of airborne magnetic and radiometric\nsurvey data acquired from the Guyana Geology and Mines Commission (\"GGMC\").\nThe Company intends to use the results to identify and prioritize targets for\na planned exploration program.\n\nProperty Portfolio\n* Noseno Project: staged exploration is planned; geophysical targeting is\nunderway.\n* Matthews Ridge Gold Project: as announced on August 20, 2026, the Company\nhas entered into an option agreement to acquire a 100% interest in the\nMatthews Ridge Gold Project, located approximately 32 km north of the Noseno\nProject. The option agreement is subject to Exchange acceptance.\n* Quartzstone Gold Project: the Quartzstone Gold Project is held through QS\nHoldings Inc., and its acquisition forms part of the Transaction, which\nremains subject to Exchange acceptance and shareholder approval. As previously\ndisclosed on August 14, 2026, Fortuna Mining Corp. (\"Fortuna\") is carrying out\na 2026 work program on the project valued at approximately US$5.6 million,\nincluding an initial 5,000-metre diamond drilling program. This summary is\nbased on information provided by Fortuna and has not been independently\nverified by a qualified person on behalf of the Company.\nAnnual General Meeting\n\nThe Company's annual general meeting of shareholders will be held on Tuesday,\nOctober 20, 2026 at 11:00 a.m. (Toronto time) at the offices of WeirFoulds\nLLP, 66 Wellington Street West, Suite 4100, TD Bank Tower, Toronto, Ontario.\nThe meeting will address annual business only and will not include a vote on\nthe Transaction. Meeting materials can be found at:\nhttp://www.xauresources.com/AGM. If the Exchange conditionally accepts the\nTransaction, the Company will call a separate special meeting of shareholders\nto consider the Transaction, and a management information circular describing\nit will be mailed to shareholders and filed on SEDAR+.\n\nQualified Person\n\nThe scientific and technical information in this news release has been\nreviewed and approved by Kevin Thomson, P.Geo., a \"Qualified Person\" as\ndefined by National Instrument 43-101 – Standards of Disclosure for Mineral\nProjects. Mr. Thomson is a consultant to the Company. The Qualified Person has\nnot independently verified the GGMC airborne geophysical data referred to in\nthis news release.\n\nAbout XAU Resources Inc.\n\nXAU Resources Inc. is a Canadian mineral exploration company focused on the\nacquisition, exploration and advancement of gold projects in Guyana.\n\nFor further information, please contact:\n\nGary Bay, Chief Executive Officer\nEmail: gb@xauresources.com | Tel: +1 647 339-4301\nGeneral enquiries: info@xauresources.com\nWebsite: www.xauresources.com\n\nCautionary Note Regarding the Transaction\n\nCompletion of the Transaction is subject to a number of conditions, including\nExchange acceptance and shareholder approval. Where applicable, the\nTransaction cannot close until the required shareholder approval is obtained.\nThere can be no assurance that the Transaction will be completed as proposed\nor at all. Investors are cautioned that, except as disclosed in the management\ninformation circular to be prepared in connection with the Transaction, any\ninformation released or received with respect to the Transaction may not be\naccurate or complete and should not be relied upon. Trading in the securities\nof the Company should be considered highly speculative. The TSX Venture\nExchange Inc. has in no way passed upon the merits of the proposed Transaction\nand has neither approved nor disapproved the contents of this news release.\n\nForward-Looking Information\n\nThis news release contains \"forward-looking information\" within the meaning of\napplicable Canadian securities legislation. Forward-looking information\nincludes, but is not limited to, statements regarding:\n* the Exchange's review of the Transaction and its outcome;\n* the completion of the Transaction and the Concurrent Financing;\n* the calling and holding of a special meeting of shareholders to approve the\nTransaction;\n* the resumption of trading in the Company's shares;\n* the Exchange's acceptance of the Matthews Ridge option agreement;\n* the processing and interpretation of geophysical data and its use in\nidentifying exploration targets;\n* the planned exploration programs at the Noseno, Matthews Ridge and\nQuartzstone projects, including the work program being carried out by Fortuna;\nand\n* the holding of the Company's annual general meeting.\nForward-looking information is based on assumptions made by management,\nincluding that the required Exchange, shareholder and third-party approvals\nwill be obtained; that financing will be available on acceptable terms; and\nthat exploration activities will proceed as planned.\n\nForward-looking information is subject to known and unknown risks and\nuncertainties that could cause actual results to differ materially, including:\ndelays in obtaining, or failure to obtain, Exchange acceptance of the\nTransaction; failure to obtain shareholder approval or to satisfy other\nclosing conditions; failure to complete the Concurrent Financing; the inherent\nrisks of mineral exploration, including that exploration may not result in the\ndiscovery of economic mineralization; reliance on third parties, including\nFortuna; regulatory, permitting and title risks; political and economic\nconditions in Guyana; and fluctuations in gold prices and currency exchange\nrates.\n\nReaders are cautioned not to place undue reliance on forward-looking\ninformation. The forward-looking information in this news release is made as\nof the date hereof, and the Company disclaims any obligation to update or\nrevise it, except as required by applicable securities laws. For a more\ndetailed discussion of risk factors, please refer to the Company's filings on\nSEDAR+ at www.sedarplus.ca.\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/316471"},"type":"article","timestamp":"2026-09-29T11:00:17.543419367Z","server_sent_at_ms":1790679617543},"received_at":"2026-09-29T11:00:17.596Z","source_url":"https://www.newsfilecorp.com/release/316471"},"analysis":{"id":"143834","press_release_id":"155090","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["shares halted since April 23, 2026 with no assured resumption date","RTO completion contingent on Exchange acceptance, shareholder approval, and an unfinished concurrent financing","Fortuna work-program data not independently verified by the company's Qualified Person"],"eventType":"m_and_a","narrative":"XAU Resources provided a status update on its proposed reverse takeover of QS Holdings Inc. and the Quartzstone Gold Project, which remains under TSX Venture Exchange review.\n\nTrading in GIG shares has been halted since April 23, 2026 and will stay halted until the Exchange review is complete and listing requirements are met; completion also depends on a concurrent financing by QS Holdings.\n\nSeparately, the company is interpreting roughly 5,257 line-kilometres of airborne geophysical data at its Noseno Project in Guyana, holds an option (subject to Exchange acceptance) on the Matthews Ridge Gold Project, and notes Fortuna Mining is running a ~US$5.6 million work program including 5,000 metres of drilling at Quartzstone.\n\nThe annual general meeting is set for October 20, 2026 and will address annual business only; a special meeting will be called if the Exchange conditionally accepts the Transaction.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Prolonged trading halt with no timeline on TSXV review of RTO — liquidity and completion risk for GIG holders."},"keyFigures":{"customDimensions":{"survey_line_km":5257,"planned_drill_metres":5000,"trading_halted_since":"2026-04-23","fortuna_work_program_usd":"US$5.6 million"}},"quotedText":"There can be no assurance as to the timing or outcome of the Exchange's review, whether the Transaction will be completed, or when trading in the Company's shares will resume.","namedEntities":{"people":[{"name":"Gary Bay","role":"CEO"},{"name":"Kevin Thomson","role":"Qualified Person (P.Geo., consultant)"}],"products":["Noseno Project","Matthews Ridge Gold Project","Quartzstone Gold Project"],"companies":[{"name":"XAU Resources Inc.","ticker":"GIG","relationship":"filer"},{"name":"QS Holdings Inc.","relationship":"acquisition target"},{"name":"Fortuna Mining Corp.","relationship":"third-party operator funding work program on Quartzstone"},{"name":"Guyana Geology and Mines Commission","relationship":"data provider"},{"name":"WeirFoulds LLP","relationship":"AGM venue"}],"dollarAmounts":[{"amount":"US$5.6 million","context":"value of Fortuna's 2026 work program on Quartzstone Gold Project"}]},"materialImpact":{"score":2,"reasoning":"Status update on a previously announced RTO (QS Holdings/Quartzstone) with no new terms; trading remains halted with no assured timing. Exploration progress is routine."},"tickerRelevance":{"others":[],"primary":"GIG"},"globalImportance":12,"audienceRelevance":8,"eventTypeSecondary":["operations_update"],"importanceComponents":{"tickerTier":"micro-cap TSXV","eventGravity":"status update on pending RTO, no new terms","liquidityNote":"shares halted ~5 months","issuerAuthored":true}},"event_type":"m_and_a","event_type_secondary":["operations_update"],"sentiment":"neutral","material_impact_score":2,"narrative":"XAU Resources provided a status update on its proposed reverse takeover of QS Holdings Inc. and the Quartzstone Gold Project, which remains under TSX Venture Exchange review.\n\nTrading in GIG shares has been halted since April 23, 2026 and will stay halted until the Exchange review is complete and listing requirements are met; completion also depends on a concurrent financing by QS Holdings.\n\nSeparately, the company is interpreting roughly 5,257 line-kilometres of airborne geophysical data at its Noseno Project in Guyana, holds an option (subject to Exchange acceptance) on the Matthews Ridge Gold Project, and notes Fortuna Mining is running a ~US$5.6 million work program including 5,000 metres of drilling at Quartzstone.\n\nThe annual general meeting is set for October 20, 2026 and will address annual business only; a special meeting will be called if the Exchange conditionally accepts the Transaction.","key_figures":{"customDimensions":{"survey_line_km":5257,"planned_drill_metres":5000,"trading_halted_since":"2026-04-23","fortuna_work_program_usd":"US$5.6 million"}},"named_entities":{"people":[{"name":"Gary Bay","role":"CEO"},{"name":"Kevin Thomson","role":"Qualified Person (P.Geo., consultant)"}],"products":["Noseno Project","Matthews Ridge Gold Project","Quartzstone Gold Project"],"companies":[{"name":"XAU Resources Inc.","ticker":"GIG","relationship":"filer"},{"name":"QS Holdings Inc.","relationship":"acquisition target"},{"name":"Fortuna Mining Corp.","relationship":"third-party operator funding work program on Quartzstone"},{"name":"Guyana Geology and Mines Commission","relationship":"data provider"},{"name":"WeirFoulds LLP","relationship":"AGM venue"}],"dollarAmounts":[{"amount":"US$5.6 million","context":"value of Fortuna's 2026 work program on Quartzstone Gold Project"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-29T11:00:33.161Z","global_importance":12,"audience_relevance":8,"importance_components":{"tickerTier":"micro-cap TSXV","eventGravity":"status update on pending RTO, no new terms","liquidityNote":"shares halted ~5 months","issuerAuthored":true}},"durationMs":6967,"modelName":"glm-5.3-flashx"}}