Business
XAU Resources Inc. Announces Letter of Intent to Acquire QS Holdings Inc.
Toronto, Ontario--(Newsfile Corp. - April 23, 2026) - XAU Resources Inc. (TSXV: GIG) (" XAU " or ...
About this update from Xau Resources, Inc.
[{"type":"text","content":"XAU Resources Inc. Announces Letter of Intent to Acquire QS Holdings Inc.Toronto, 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 Fortun...