XAU Resources Inc. — Management Reports 2026

Mar 31, 2026

XAU Resources Inc.

MANAGEMENT DISCUSSION AND ANALYSIS
(Expressed in Canadian dollars)

For the three months ended January 31, 2026

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of XAU Resources Inc. (the “Company”), prepared as of March 30, 2026, should be read in conjunction with the unaudited condensed interim financial statements and the notes thereto for the three months ended January 31, 2026 which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in Canadian dollars unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.

Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. The statements reflect the current beliefs of the management of the Company and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

DESCRIPTION OF BUSINESS

Basis of Presentation:

The significant accounting policies (note 2 of the audited financial statements for the year ended October 31, 2025) have been applied consistently to all periods unless otherwise stated and should be read in conjunction with the Company’s audited financial statements for the year ended October 31, 2025.

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

The unaudited condensed interim financial statements have been prepared on the historical cost basis and are presented in Canadian Dollars. The functional currency of the Company is the Canadian Dollar.

Going Concern:

These unaudited condensed interim financial statements have been prepared on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business. The Company has not generated revenue from operations and incurred a comprehensive loss of $81,281 during the three month ended January 31, 2026 (January 31, 2025: $44,097) and as of that date the Company has an accumulated deficit of $1,886,196 (October 31, 2025: $1,804,915), cash of $775,024 (October 31, 2025: $33,273) and a working capital of $728,396 (October 31, 2025: -$127,050). The Company is reliant on raising funds to continue operations. There is no assurance that it will be able to do so in the future.

During the quarter ended January 31, 2026, the Company completed a private placement in two tranches for total gross proceeds of $1,000,000, which enhanced the Company's liquidity position. The first tranche raised $880,000, and the second tranche raised $120,000. The financing involved the issuance of units consisting of common shares and warrants, along with associated finder's fees. Further details are provided in "Disclosure of outstanding share".

In addition, the Company will have to identify and obtain new projects which in themselves will then require the discovery of economically recoverable reserves, and if successful, will then necessitate that the Company obtain the necessary financing to develop the projects to a stage of future profitable production. These factors create material uncertainties that may cast significant doubt.

These unaudited condensed interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

The Company was incorporated under the Canada Business Corporations Act on June 18, 2018 and was classified as a Capital Pool Company, as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company was the identification and evaluation of assets or businesses with a view to completing a qualifying transaction ("Qualifying Transaction").

On October 21, 2021, the Company entered an option agreement to acquire an undivided 100% interest in the "Noseno Project" located approximately two-hundred kilometers west of Georgetown, Guyana. The Noseno Project comprises 37 licenses covering 37,623 acres, together with 100% of the mineral and mining rights attached thereto or derived therefrom.

On December 20, 2021, the Company entered an amending agreement to delete and replace the conditions against cash payment. On February 4, 2022, the Company entered another amending agreement to delete and replace the conditions against work expenditure.

On June 20, 2022, the Company completed its Qualifying Transaction with North West Exploration Inc. As part of the Qualifying Transaction, the subscription receipts issued by the Company on March 7, 2022, pursuant to a non-brokered private placement were automatically converted to 4,000,000 common shares of the resulting issuer.

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

The Company further entered an amendment agreement on January 23, 2024 and in order to maintain in force the rights granted, and to maintain in force the option and earn the interest in the Property, the Company must:

• make the following cash payments – a total of $2,500,000 USD will be paid in accordance with the following schedule:

Pay $2,500,000 USD on or before December 31, 2027.

• maintain work expenditures levels in respect of exploration work on the Property in each of the four years for a cumulative total of $5,000,000 USD. The Company must incur these work expenditures for the exploration work on the Property in accordance with the following schedule (collectively, the "Work Expenditures"):

Incur $5,000,000 USD on or before December 31, 2027.

The mineral properties may potentially expose the Company to risks and considerations not normally associated with exploration activities in North America. The Company’s ability to retain its properties, raise and deploy capital may be adversely affected by changes in governing regimes, policies, laws, and regulations, all of which are beyond the Company’s control.

The Company’s head office, principal address and registered and records office is located at Suite 4100, 66 Wellington Street West, Toronto, Ontario, Canada, M5K 1B7.

PROJECT STATUS

The Noseno Project is a key exploration asset within XAU Resources’ portfolio, located in Guyana. It is an early-stage gold exploration project with significant potential based on initial geochemical results. The Company’s objective is to systematically advance the project through staged exploration programs, culminating in drilling and potential resource delineation.

Work Completed

Between October 14, 2022, and December 18, 2022, the Issuer conducted a field exploration program on the Noseno claims. The program consisted of:

• BLEG Stream Sediment Sampling: A total of 142 samples were collected and analyzed for gold using the Bulk Leach Extractable Gold (BLEG) method.
• Rock Sampling: 19 rock chip samples were collected and analyzed for gold by fire assay at Actlabs laboratory in Georgetown, Guyana.
• Multi-Element Geochemical Analysis: The 142 stream sediment samples were also analyzed for a broad suite of elements using ICP-OES at Actlabs in Zacatecas, Mexico.

The results of this program were disclosed via a news release on April 13, 2023, following the receipt of all multi-element assay data.

To date, no drilling or additional fieldwork has been conducted at Noseno beyond the 2022 exploration program. The delay in further work has been due to challenging corporate finance conditions for junior mineral exploration issuers.

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

Issuer's Plan for the Project

Despite funding constraints, the initial geochemical results were favorable, and the Issuer intends to proceed with further exploration, subject to securing adequate capital. The planned activities for the short-term include:

• Completion of the Stream Sediment Sampling Program: 40 remaining sites to be sampled.
• Prospecting & Geological Mapping: Further field reconnaissance to refine drill targets.
• First-Pass Soil Sampling Program: Collection of 3,000+ soil samples, followed by infill soil sampling where warranted.
• Initial Target Testing: Trenching and/or first-pass diamond drilling based on positive soil sampling results.

These activities align with the phased exploration budget, as detailed below:

Phase	Objective	Activity / Items	Duration	Units	Estimated Cost (US$)	Total Cost by Phase (US$)
I	Initial property evaluation and target generation	BLEG stream sediment sampling	Stream sampling in Oct-Dec 2022; program 80% complete
II	Access & Accomodations	Improved camp, 1 new ATV			45,000
	Initial property evaluation and target generation	Complete BLEG streams	0.3 mo	40 streams	10,000
	Target development	1st pass soil sampling & geol/prospecting	3 mo	3,400 soils 300 rocks	185,000	240,000
III	Target development	Infill soil sampling, geol/prospecting	2 mo	1,700 soils 300 rocks	100,000	100,000
IV	Initial target testing	Trenching	3 mo	4,000m trenching	450,000	450,000
V	Follow up target testing	1st pass diamond drilling	2 mo	2,500m of DDH	650,000	650,000

~ 1 yr

US$ 1,440,000

CAD$ 1,960,000

Status Relative to Plan

The Noseno Project is progressing in line with technical milestones, and the proceeds from the Company's recent financing provide the flexibility to advance priority exploration-planning activities. Near-term efforts are expected to focus on refining target areas through geochemical and geophysical surveys before moving into trenching and drilling.

In support of these planned activities, the Company is carrying out internal technical reviews of its mineral properties, including the review of historical geological and exploration data to better identify priority targets and determine next steps. As part of this work, the Company is also preparing for potential future exploration activities in Guyana, including having its geologist available to support on-the-ground technical work if an exploration program moves forward.

In parallel, the Company continues to evaluate additional mineral property opportunities in Guyana that may

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

complement its existing exploration portfolio, although no agreements have been entered into and there is no certainty that any such opportunities will result in additional acquisitions.

SELECTED INFORMATION

| | January 31, 2026
$ | October 31, 2025
$ |
| --- | --- | --- |
| Total assets | 794,883 | 35,580 |
| Total non-current financial liabilities | - | - |
| Working capital | 728,396 | (127,050) |
| Expenses | 81,281 | 204,209 |
| Loss and comprehensive loss | (81,281) | (204,209) |
| Net loss per share | (0.01) | (0.02) |

The Company has no revenue, paid no dividends, and had no long-term liabilities during the period November 1, 2025 to January 31, 2026.

DISCUSSION OF OPERATIONS

For the three months ended January 31, 2026, the Company recorded a net loss of $81,281 compared with a net loss of $44,097 during the same period in 2025. The net loss for the three months ended January 31, 2026, is attributable to professional fees, registration and filing fees and administrative expenses.

	Three months ended January 31,
	2026	2025
Professional Fees	31,261	30,771
Exploration and evaluation expenses	10,017	-
Administrative expenses	29,227	11,319
Registration and filing expenses	9,910	2,007
Interest expense	866	-
Total expenses	81,281	44,097
Loss and comprehensive loss	(81,281)	(44,097)

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results:

	Quarter ended January 31, 2026	Quarter ended October 31, 2025	Quarter ended July 31, 2025	Quarter ended April 30, 2025	Quarter ended January 31, 2025	Quarter ended October 31, 2024	Quarter ended July 31, 2024	Quarter ended April 30, 2024
Other Income	$ —	$ —	$ —	$ —	$ —	$ —	$ —	$ —
Expenses	81,281	126,603	10,668	22,841	44,097	86,693	34,611	64,849
Loss and comprehensive loss	(81,281)	(126,603)	(10,668)	(22,841)	(44,097)	(86,693)	(34,611)	(64,849)
Loss per common share	(0.01)	(0.01)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.01)

Major variances in expenses compared to same period last year are as follows:

• For the quarter ended January 31, 2026, the exploration and evaluation expenses amounted to $10,017 and none for the quarter ended January 31, 2025. It was primarily due to timing of payments.
• In addition, administrative expenses increased to $29,227 for the quarter ended January 31, 2026, compared to $11,319 for the quarter ended January 31, 2025, primarily due to increased travel-related costs incurred during the period.

FIRST QUARTER

The Company recorded a net loss of $81,281 ($0.01 per share) for the three months ended January 31, 2026.

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2026, the Company had cash of $775,024 (October 31, 2025: $33,273). The Company had current liabilities of $66,487 (October 31, 2025: $162,630) and working capital of $728,396 (October 31, 2025: -$127,050). The significant improvement in cash and working capital reflects financing activities completed in this quarter.

In particular, during this quarter, the Company completed private placement financing which resulted in a material improvement in its liquidity position. The proceeds from the financing were primarily used to fund general working capital requirements and to settle amounts owing to related parties, including the repayment in full of all outstanding promissory notes and accrued interest. As a result of this financing, the Company’s liquidity position strengthened, providing sufficient resources to meet its current obligations and ongoing administrative needs.

During the three months ended January 31, 2026, cash used in operating activities was primarily attributable towards working capital incurred in maintaining the Company’s public issuer status. The Company did not incur any investment activities during the quarter.

The Company has no source of operating revenue and is dependent on the capital markets to fund its exploration activities and ongoing administrative expenditures. While the Company currently has sufficient cash resources to meet its short-term obligations, its ability to advance its exploration programs and continue

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

operations over the longer term is dependent on its ability to obtain additional financing. There can be no assurance that such financing will be available on acceptable terms, or at all.

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and to maintain a flexible capital structure that optimizes the costs of capital within a framework of acceptable risk. Capital is comprised of the Company’s shareholders’ equity and any debt that it may issue. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash. The Company is dependent on the capital markets as its primary source of operating working capital and the Company’s capital resources are largely determined by its ability to compete for investor support of its projects.

TRANSACTIONS WITH RELATED PARTIES

During the year ended October 31, 2025, the Company entered into unsecured promissory note agreements with key management personnel and Board members of the Company to fund working capital needs.

Key terms are as follows:

• Aggregate principal: $70,000.
• Interest rate: 7% per annum, compounded quarterly.
• Maturity date: December 31, 2025.
• Prepayment: Permitted at any time without penalty.

During the three months ended January 31, 2026, interest expense of $866 was recognized.

On November 27, 2025, a portion of the balance owing under Due to a related party totalling USD 13,855 (equivalent to CAD $19,422 at as October 31, 2025), was converted into an interest-bearing promissory note. The note bore interest at 7% per annum and matured on December 31, 2025.

Following the closing of the private placement in December 2025, the Company repaid in full all outstanding promissory notes, including the USD 13,855 note and all related accrued interest ($2,390) to related parties.

In addition, as at January 31, 2026, $874 was owed to an executive officer of the Company (October 31, 2025 – $46,650). The amount relates to expenses paid by the executive on behalf of the Company. The balance is unsecured, non-interest bearing, and due on demand.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain a flexible capital structure. Therefore, the Company monitors the level of risk incurred in its expenditures relative to its capital structure.

The Company considers its capital structure to consist of components of shareholders’ equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the potential underlying assets. To maintain or adjust the capital structure, the Company may issue new equity if available on favorable terms and approved by the TSX-V.

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XAU RESOURCES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended January 31, 2026

OFF BALANCE SHEET ARRANGEMENTS

The Company has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS RISKS AND UNCERTAINIES

The Company is exposed to a variety of risks related to financial instruments. The Board approves and monitors the risk management processes. The principal types of risk exposure and the way in which they are managed are as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The Company has deposited the cash with a Schedule 1 Canadian bank from which management believes the risk of loss is remote.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable and accrued liabilities are due within the current operating period. The Company has a sufficient cash balance to settle current liabilities.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Fair Value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3: Inputs that are not based on observable market data.

The fair value of the Company’s receivables, prepayments, accounts payable and accrued liabilities approximate their carrying value because of the short-term nature of the financial instruments. The Company’s cash is measured at fair value using Level 1 inputs.

Risk Disclosures and Fair Values

The Company’s financial instruments, consisting of cash held in trust and accounts payable and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

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XAU RESOURCES INC.
MANAGEMENT DISCUSSION AND ANALYSIS
For the three months ended January 31, 2026

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Reference should be made to the Company’s significant accounting policies contained in Note 2 of the Company’s audited financial statements for year ended October 31, 2025. These accounting policies can have a significant impact on the Company’s financial performance and financial position of the Company.

DISCLOSURE OF OUTSTANDING SHARE DATA

Share Capital

In December 2025, the Company completed a private placement in two tranches, issuing an aggregate of 4,000,000 units at $0.25 per unit for total gross proceeds of $1,000,000. Each unit comprised one common share and one-half of one common share purchase warrant. In connection with the financing, the Company paid total cash finder’s fees of $32,800 and issued an aggregate of 131,200 finder’s warrants.

As at January 31, 2026, the Company had 16,611,500 common shares issued and outstanding.

Stock Options

As at January 31, 2026, the Company had 1,051,150 stock options outstanding (November 1, 2025: 1,261,150), with a weighted average exercise price of $0.12 and a weighted average remaining contractual life of 2.99 years. All outstanding options were fully vested and exercisable at period end.

During the three months ended January 31, 2026, 150,000 stock options were exercised at an exercise price of $0.06 per share, and 60,000 options expired following the resignation of a director.

The Company maintains a rolling 10% stock option plan under TSX Venture Exchange policies, pursuant to which options may be granted to directors, officers, employees, and consultants. Options are generally granted with a term of up to five years and an exercise price not less than the market price at the date of grant, subject to TSXV rules. The Company remains in compliance with the terms and limits of the plan.

Warrants

As at January 31, 2026, the Company had 2,131,200 warrants outstanding (November 1, 2025: nil), with a weighted average exercise price of $0.39 and a weighted average remaining contractual life of 1.37 years.

During the three months ended January 31, 2026, in connection with a private placement completed in December 2025, the Company issued 2,000,000 common share purchase warrants exercisable at $0.40 per share and 131,200 agent warrants exercisable at $0.25 per share. All warrants have a term of 18 months from the date of issuance and are subject to an accelerated expiry provision if the Company’s common shares trade above a specified threshold for a defined period. No warrants were exercised or expired during the period.

ADDITIONAL INFORMATION

For further details, see the Company’s unaudited interim condensed financial statements for the period ended January 31, 2026. Additional information about the Company can also be found on SEDAR at:

https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00046473