XAU Resources acquires 100% of Matthews Ridge Gold project, Guyana

Toronto, Ontario--(Newsfile Corp. - August 20, 2026) - XAU Resources Inc. (TSXV: GIG) ("XAU" or the "Company") is pleased to announce that it has entered into an option agreement dated August 18, 2026 (the "Option Agreement") with Consolidated Northwest Resources Inc. (the "Optionor"), pursuant to which XAU has been granted an exclusive option to acquire a 100% interest in the Matthews Ridge Gold Project in northwestern Guyana (the "Matthews Ridge Property" or the "Property"), subject to a 2% net smelter return royalty ("NSR").

The Matthews Ridge Property comprises 15 medium-scale mining permits covering approximately 6,097 hectares (60.97 km 2 ) and is located approximately three km south of the town of Matthews Ridge.

Gary Bay, Chief Executive Officer of XAU, commented:

"Matthews Ridge represents another important step in XAU's strategy to expand and strengthen its gold exploration land position in Guyana. As we continue to advance the Quartzstone transaction and our existing Noseno property, Matthews Ridge adds another highly prospective project to our exploration pipeline.

We believe the property has strong technical merit, with a large historical gold-in-soil anomaly, established exploration targets and significant areas that remain underexplored. The transaction has also been structured to preserve capital upfront while giving XAU the opportunity to systematically evaluate the property and prioritize exploration spending based on results.

Our objective is to continue building a portfolio of high-quality Guyana gold assets that can be advanced in parallel and create multiple opportunities for discovery and value creation for XAU shareholders."

Terms of the Option Agreement

Under the Option Agreement, XAU has been granted the sole and exclusive option to acquire an undivided 100% legal and beneficial interest in the Property.

To maintain the option during the initial four-year option period, XAU is required to make the following non-refundable cash payments to the Optionor:

Table 1. Initial Four-Year Period -Terms of Option Agreement

During the initial four-year option period, XAU is required to incur aggregate qualifying work expenditures of not less than US$5,000,000 on the Property. There is no minimum annual expenditure requirement, and XAU has discretion over the timing, nature and pacing of its exploration activities.

XAU may elect, in its sole discretion, to extend the option for up to two additional one-year periods by making a payment of US$500,000 for each one-year extension. If XAU elects one or both extension periods, it will be required to incur an additional aggregate US$5,000,000 in qualifying work expenditures by the end of the last extension period elected.

XAU may exercise the option at any time during the option period by paying all option payments then due, satisfying the applicable work commitment and making a US$5,000,000 cash exercise payment to the Optionor.

Upon exercise of the option, XAU will acquire a 100% legal and beneficial interest in the Property, subject to a 2% NSR retained by the Optionor.

XAU may purchase all or any portion of the NSR at a price and on terms mutually agreed by the parties. If the Optionor proposes to sell, assign or otherwise transfer all or any portion of the NSR to a third party, XAU will have a right of first refusal in respect of the proposed transfer.

The Option Agreement also provides XAU with the exclusive right to act as operator and conduct exploration and development activities on the Property during the option period.

The Optionor is an arm's-length party to XAU. The transaction is subject to the acceptance of the TSX Venture Exchange and other regulatory approvals, if and as applicable.

About the Matthews Ridge Property

The Matthews Ridge property consists of 15 medium-scale mining permits totaling approximately 6,097 hectares (60.97 km 2 ) located in the Northwest Mining District #5 of northwestern Guyana. The claims are located 235 km northwest of Georgetown, Guyana's capital, and 3 km south of the town of Matthews Ridge and its nearby airport. Bosai Minerals Group Matthews Ridge manganese mine is located 14 km to the northeast and XAU Resources' Noseno property is situated 32 km to the south.

The property is readily accessible by roads and trails extending south from Matthews Ridge. Commercial flights operate between Georgetown and Matthews Ridge several times per week, and a 90-minute helicopter charter is also available from Georgetown. Port Kaituma, an inland port located 40 km northeast of Matthews Ridge, provides access for heavy equipment and supplies via roads running through Matthews Ridge to the property.

The Matthews Ridge property is located on the northwestern part of the Guiana Shield and is underlain by rocks of the Barama Group of the Paleoproterozoic Barama-Mazaruni Supergroup. Rock types include marine sequence metasediments and metavolcanics, specifically pelitic sediments and pyroclastic tuffs (phyllites) intruded by hornblende granitic gneiss and mafic to ultramafic dikes. The southeastern end of the property borders a large Trans-Amazonian granodiorite pluton with local intrusions of younger dolerite and gabbro. Refer to Figure 1 .

The Matthews Ridge property was part of a larger land position in northwestern Guyana explored by Petropavlovsk during 2010 to 2012. The property experienced stream sediment sampling, soil sampling, coarse (400-meter line spacing) ground magnetic and radiometric surveying, geological prospecting and rock chip sampling and limited trenching of targets on the eastern claim block.¹

A northeast-trending, strike-extensive 7-km-long Au-in-soil anomaly has been delineated on the eastern claims with multiple samples >500 ppb Au to a maximum of 4,105 ppb Au.¹ The soil anomaly was lightly tested by Petropavlovsk with four widely spaced trenches totaling 3.2 km. Refer to Figure 2 . Trench sampling reportedly returned up to 50.5 m @ 0.36 g/t Au including 12.8 m @ 0.87 g/t Au.¹ However, the exploration work, methodology and results cannot be verified by the Company's qualified person. The historical trenching is considered inconclusive given the wide spacing and uncertainties with respect to sampling and analytical methodology, and it appears that trenching did not test the strongest Au-in-soil anomalism. Reconnaissance rock chip and sap-rock sampling across the property returned several gold assays >1 g/t Au, and a few samples reportedly returned highly anomalous levels of nickel, copper and cobalt interpreted to have been derived from the weathering of pyroxenite dikes and the accumulation of these elements in the cuirass. Evidence of historical and recent small-scale mining activity across the property also infers the widespread presence of gold on the property.

Historical exploration work at Matthews Ridge is described in an unpublished report "Due Diligence Report on the Matthews Ridge Gold Project of Petropavlovsk" prepared by Micon International Co. Ltd. of Norwich, UK, November 2012. The report and some of the historical digital data have been provided to XAU Resources by the property vendor. Neither the historical data nor the report have been independently verified by the Company's qualified person.

The Matthews Ridge property covering some 60 square km of greenstone and lesser intrusive rocks near the northwestern end of the Trans-Guyana Gold Belt is considered prospective for orogenic-type shear-hosted gold mineralization. Indications of gold mineralization from the historical exploration work by Petropavlovsk plus more recent small-scale miners, although unverified, provide encouragement for discovery potential.

Planned Exploration

Planned exploration work will include acquiring, compiling and analyzing historical data, including acquisition, reprocessing and interpretation of the legacy geophysics data. The historical soil geochemistry will require validation plus infill and extensions of the sampling grids, and comprehensive geological mapping and prospecting will be conducted. Ranked targets that emerge from these first-pass programs will be evaluated through trenching and drill tests. Exploration may also include auger drilling for geochemical testing, especially over areas of regolith complication, an airborne geophysics and LiDAR survey at much higher resolution than the legacy geophysics, plus ground induced-polarization geophysical surveys over select areas once targets become more refined.

Figure 1. Location of Matthews Ridge Property

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Figure 2. Details of Matthews Ridge Property

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Notes

¹ Historical exploration information is derived from the unpublished report "Due Diligence Report on the Matthews Ridge Gold Project of Petropavlovsk," prepared by Micon International Co. Ltd., November 2012. The historical information has not been independently verified by the Company's qualified person.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kevin Thomson, P.Geo., a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Thomson is a consultant to the Company. The Qualified Person has not independently verified the historical exploration data disclosed in this news release. The Company intends to undertake appropriate verification work as part of its planned exploration program.

About XAU Resources Inc.

XAU Resources Inc. is a Canadian mineral exploration company focused on the acquisition, exploration and advancement of gold projects in Guyana.

For further information, please contact:

XAU Resources Inc. Gary Bay Chief Executive Officer +1 647 339-4301 gb@xauresources.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws, including statements regarding the Company's ability to maintain and exercise the option, future option payments and work expenditures, planned exploration activities, the generation and testing of exploration targets, the prospectivity of the Matthews Ridge Property, the conversion of existing medium-scale mining permits into large-scale prospecting licences or mining licences, required regulatory approvals (including acceptance by the TSX Venture Exchange) and the Company's strategy of expanding and advancing its portfolio of gold projects in Guyana.

Forward-looking information is based on management's current expectations, estimates and assumptions, including assumptions that the Company will have sufficient funds to make the required option payments and satisfy the work commitments, that the TSX Venture Exchange and other regulatory authorities will provide the required approvals, that the existing medium-scale mining permits can be successfully converted or consolidated into large-scale prospecting licences or mining licences under Guyanese law, and that the Company will be able to access and operate on the Property without material interference. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. These factors include, among others, the availability of financing, the results of exploration activities, title and permitting matters, the discretion of the Guyana Geology and Mines Commission and other governmental authorities in granting permit conversions and mining licences, regulatory approvals, political and economic conditions in Guyana, commodity prices, foreign exchange fluctuations, general market conditions and the risks inherent in mineral exploration and development.

Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise forward-looking information as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310577

TMX Newsfile

August 20, 2026 - 4:00 AM PDT

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