XAU Resources Inc. entered into a definitive option agreement to acquire the Noseno Property in Guyana. XAU also announces that it is commencing a $1 million non-brokered private placement in conjunction with its proposed entry into a definitive agreement granting XAU the option to acquire the Noseno Property in Guyana. Pursuant to the Property Option Agreement, the Corporation may acquire a 100% undivided interest in the Noseno Property by, among other things, making the annual cash payments and incurring the annual minimum work expenditures, all over a four-year period. XAU may accelerate and carry forward any of the cash payments or work expenditures. Upon full exercise of the option, XAU shall grant to NW Exploration 3% net smelter returns royalty with respect to commercial production from the Noseno Property. In the event that the option is fully exercised, and thereafter XAU produces a bankable feasibility study recommending that the Noseno Property be placed into commercial production, XAU shall pay NW Exploration $2,500,000. Completion of the Qualifying Transaction is subject to various conditions precedent, including, but not limited to: the Financing and the Qualifying Transaction having been conditionally accepted by the Exchange; and completion of the Offering. The Qualifying Transaction, if completed, is an Arm's Length Qualifying Transaction. No Shareholder approval is required to complete the Qualifying Transaction. The Noseno Property is located in north-western Guyana in one of Guyana's 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 largely unexplored. The Noseno Property comprises 37 licenses covering 37,623 acres (15,225.5 ha, or 152.26 km?). 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 Project (Gold X Corp) 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 smaller plutons of Trans-Amazonian granitoid plus several intrusions of diorite and felsic porphyry providing numerous 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 favorable 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 totaling 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 Au?. However, the presence of gold mineralization at the Hicks prospect does not infer the potential for gold mineralization 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 Noseno property itself. Work programs have been planned to explore the large Noseno property to commence as soon as funding is in place. A program of systematic, results driven exploration has been designed to evaluate the property with the aim of rapidly identifying the most prospective areas through stream sediments, soil and rock geochemistry, geological mapping and prospecting plus acquisition and interpretation of the historical geophysical survey data over the district. The budget will also allow for limited initial testing of promising targets through trenching and/or drilling programs. If initial results are encouraging, subsequent exploration programs will be proposed and may include additional geochemical and geological surveys, airborne and/or ground geophysics, and more extensive campaigns of target testing by trenching and drilling.