XAU Resources Inc. announced that it has entered into a non-binding letter of intent (the LOI) with North West Exploration Inc. (NWE) with respect to an option to acquire a 100% interest in the Noseno Property, in Guyana (the 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 km²). The Noseno Property is located in the same greenstone terrane as that which hosts the relatively close by Aurora Mine (Zijin Mining) and Toroparu Project (Gold X Corp) in similar geological settings, and the is considered to hold potential for the presence of similar orogenic-style gold mineralization and accordingly warrants exploration work to assess its geological potential. 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 Inc. (3%) net smelter returns royalty with respect to commercial production from the Property. XAU proposes to complete a private placement raising not less than $1,000,000 (one million dollars) to fund the phase one work program on the Noseno Property and general and administrative operating expenses. XAU does not plan to make any changes to its board of directors or management team in connection with the Transaction.

The Transaction, when completed, may be considered to be XAU's Qualifying Transaction for the purposes of the TSX Venture Exchange Inc. (the Exchange).