New Risk • Mar 02
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 32% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (36% average weekly change). Negative equity (-CA$127k). Earnings have declined by 4.1% per year over the past 5 years. Shareholders have been substantially diluted in the past year (32% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (CA$8.31m market cap, or US$6.06m). Announcement • Dec 24
XAU Resources Inc Announces Resignation of Dan Hrushewsky as Founding Director XAU Resources Inc. announces that Dan Hrushewsky has resigned from the board of directors of the XAU. Mr. Hrushewsky was one of XAU's founding directors and seed investors and helped guide the company through its initial public offering, qualifying transaction, and to its current stage. He is retiring from the XAU board of directors to focus on his other involvements in the mining industry. New Risk • Dec 21
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 32% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Negative equity (-CA$448). Earnings have declined by 9.7% per year over the past 5 years. Shareholders have been substantially diluted in the past year (32% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (CA$5.32m market cap, or US$3.85m). Announcement • Dec 19
XAU Resources Inc. announced that it has received CAD 1 million in funding On December 18, 2025, XAU Resources Inc. closed the transaction. The company issued 480,000 units at an issue price of CAD 0.25 for gross proceeds of CAD 120,000 in its second tranche. In aggregate under the financing, the company sold 4,000,000 units at the offering price for gross proceeds of CAD 1,000,000. Each warrant entitles the holder to acquire one additional share at a price of CAD 0.40 until June 18, 2027. The financing remains subject to final approval from the TSX Venture Exchange. All securities issued pursuant to the financing are subject to a statutory hold period expiring on April 19, 2026. As consideration for their services in the second tranche of the financing, the company paid aggregate cash finder’s fees of CAD 2,800 representing 4% of the proceeds raised from certain subscribers, and issued 11,200 finder’s warrants. Each finder’s warrant entitles the holder thereof to acquire one common share of the company until June 18, 2027. In aggregate the company paid CAD 32,800 in finder’s fees representing 4% of the proceeds from certain subscribers and issued 131,200 finder’s warrants. Announcement • Nov 26
XAU Resources Inc. announced that it expects to receive CAD 1 million in funding XAU Resources Inc. announced a private placement of up to 4,000,000 units at a price of CAD 0.25 per unit to raise gross proceeds of up to CAD 1,000,000 on November 25, 2025. Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable to acquire one additional share at a price of CAD 0.40 for a period of 18 months from its date of issuance, subject to acceleration of the warrant expiry date if the common shares trade above CAD 0.80 per share for twenty (20) consecutive trading days. All securities issued in connection with the financing will be subject to a statutory hold period of four months plus a day from the date of issuance. The financing is subject to customary closing conditions including, but not limited to, receipt of approval of the TSX Venture Exchange (the “TSXV”), and may occur in one or more tranches. The company may pay finder’s fees and issue finder warrants to introducing parties in respect of the financing, subject to compliance with applicable securities legislation and TSXV policies. Board Change • Nov 12
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. Director Daniele Spethmann was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. New Risk • Oct 01
New major risk - Negative shareholders equity The company has negative equity. Total equity: -CA$448 This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Negative equity (-CA$448). Earnings have declined by 9.7% per year over the past 5 years. Revenue is less than US$1m. Market cap is less than US$10m (CA$756.7k market cap, or US$543.0k). Announcement • Sep 09
XAU Resources Inc., Annual General Meeting, Nov 10, 2025 XAU Resources Inc., Annual General Meeting, Nov 10, 2025. Board Change • Jul 02
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. Director Daniele Spethmann was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Aug 02
XAU Resources Inc., Annual General Meeting, Sep 16, 2024 XAU Resources Inc., Annual General Meeting, Sep 16, 2024. New Risk • Jun 27
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$198k This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$198k free cash flow). Shares are highly illiquid. Earnings have declined by 32% per year over the past 5 years. Revenue is less than US$1m. Market cap is less than US$10m (CA$630.6k market cap, or US$460.3k). Announcement • May 27
XAU Resources Inc., Annual General Meeting, Jul 26, 2023 XAU Resources Inc., Annual General Meeting, Jul 26, 2023. Announcement • Oct 21
XAU Resources Inc. Announces Commencement of Field Work on the Noseno Property, Guyana XAU Resources Inc. announced that it has mobilized a light camp to the Noseno property and has commenced the initial phases of exploratory field work to consist of stream sediment sampling, prospecting and rock sampling. It is anticipated that these programs will take approximately 6 to 8 weeks to complete. With the receipt of positive results, a campaign of soil sampling will follow, likely commencing in First Quarter 2023. Planned Field Programs. An initial exploration program of stream sediment sampling plus prospecting and rock sampling has been initiated on the Noseno property. Approximately 180 stream sediment sample sites have been planned with sampling to target the fines in and along drainage basins to be analyzed for gold by 24-hour bottle roll (BLEG) plus multi-element ICP-MS in order to identify potential pathfinder elements and other elements of possible economic interest. Sampling density is slightly greater than one sample per square kilometre. A portion of the sample sites will also be evaluated by panning of active stream sediments as a check on and to compare with the BLEG method. Concomitant with and immediately following completion of the stream sediment sampling, efforts will also go towards prospecting plus sampling of located geology of interest with samples to be analyzed for gold by Fire Assay plus multi-element ICP-MS as warranted. It is expected that the initial work programs will take approximately 6 to 8 weeks or so to complete. Field work will be paused during the Holiday period to permit the receipt of all results plus analysis and interpretation, and assuming positive results, the planning of follow up soil sampling programs likely to commence in early First Quarter 2023. The Noseno Property: The Noseno Property is located in north-western Guyana in one of Guyana's most prospective greenstone belts, 210 kilometers west-northwest of Georgetown, the capital of Guyana. It is an early stage greenfields project which, despite its geological potential, is effectively unexplored. The Noseno Property comprises 37 licenses covering 37,623 acres (15,225.5 ha, or 152.26 km²). The Noseno Property is located in the same greenstone terrane as that which hosts the Aurora Mine (Zijin Mining) 46 kilometres to the southeast and the Toroparu development project (Aris Mining) 58 kilometres to the south, in similar geological settings, and is considered to hold potential for the presence of similar orogenic-style gold mineralization. The Noseno property is underlain by "greenstone" consisting of mafic metavolcanics plus intrusives, intermediate metavolcanics and clastic metasediments of the Paleoproterozoic Barama Formation. The property is surrounded on three sides by Trans-Amazonian granitoids, and the central portion of the property has been intruded by numerous smaller plutons of Trans-Amazonian granitoid plus several intrusions of diorite and felsic porphyry providing multiple geological contacts of contrasting rheology along which orogenic deformation and mineralization may have focussed. The property is favourably situated between two northwest-southeast oriented regional structures, which the Aurora Mine and Toroparu Project are spatially associated with. Despite the favourable geological setting, the Noseno property has experienced no formal exploration. Limited exploration work was performed by junior explorer Riva Gold Corp. on the Hicks and Williams gold prospects near the northern boundary of the Noseno property in 2010, including a small diamond drilling program of seven holes totalling 1,797 meters which reportedly returned up to 1.63 metres of 98.89 g/t Au (uncut), including 0.5 metres of 273.69 g/t Au¹. However, the presence of gold mineralization at the Hicks prospect does not infer the potential for gold mineralization elsewhere on the Noseno property. There has been no follow up to Riva Gold Corp.'s limited exploration efforts of 2010, and no records of any exploration on the broader Noseno property have been located. Work programs have been planned to explore the large Noseno property to consist of initial stream sediment sampling, prospecting and rock sampling programs, with favourable results to be followed up with campaigns of soil sampling, geological mapping and sampling. Promising targets identified from these programs will undergo initial testing through trenching and/or drilling programs. Announcement • Aug 23
XAU Resources Inc., Annual General Meeting, Oct 25, 2022 XAU Resources Inc., Annual General Meeting, Oct 25, 2022. Board Change • Jul 31
High number of new directors Director Daniele Spethmann was the last director to join the board, commencing their role in 2022. Board Change • Jun 29
High number of new directors Director Daniele Spethmann was the last director to join the board, commencing their role in 2022. 
