Canadian firm eyes acquisition of company controlling Quartzstone Gold Project

Jul 27, 2026 News

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…weeks after another company inks US$5M deal with Guyanese subsidiary

(Kaieteur News) – Weeks after Canadian mining company Fortuna Mining Corp. entered into a more than US$5 million agreement with a Guyanese company for the Quartzstone Gold Project which covers 296 square kilometres of contiguous mining lands – another Canadian firm, XAU Resources Inc. signed a definitive agreement to acquire the Barbados-incorporated parent company that owns that subsidiary.

This publication reported that Fortuna entered an earn-in agreement with Guyanese company Qstone Inc. for the Quartzstone Project, a 73,143-acre (296 square kilometres) concession.  Upon signing the agreement, Fortuna paid Qstone a non-refundable US$5 million cash option premium, marking its entry into Guyana’s mining sector. As per the agreement, the company can earn an initial 51 per cent stake by funding exploration and completing 60,000 metres of drilling within four years, and may increase its interest to 70 per cent by solely funding a feasibility study within three years of exercising the first option and continuing to pay all license fees.

After Fortuna made the announcement, Toronto-based XAU Resources Inc. disclosed that it has entered into a definitive business combination agreement to acquire QS Holdings Inc., a company incorporated under the laws of Barbados.

QS Holdings has a 100% interest in Qstone Inc., a private Guyanese company, which is the registered owner of the Quartzstone Gold Project through 83 contiguous medium-scale mining permits in the Cuyuni/Mazaruni mining district, Region Seven. QS Holdings is the sole beneficial owner of all of the issued and outstanding share capital of Qstone, which is incorporated under the laws of the Guyana, with its registered office located at Lot 143A Robin’s Place West, Bel Air Park, Georgetown, Guyana. Audited financial statements for Qstone as of 31^st December, 2025 reveals that the company has not yet commenced operations and has no revenues.

XAU Resources acquisition of QS Holding will be completed through a three-cornered amalgamation under Barbados’ Companies Act, with XAU issuing shares to acquire all of QS Holdings. Based on XAU’s market price of C$0.50 per share, the transaction values QS Holdings at C$70 million. Notably, the Acquisition is subject to the satisfaction of customary closing conditions, including receipt of all required regulatory approvals, and is expected to close in the third quarter of 2026.

It was disclosed that neither QS Holdings nor Qstone Inc. has conducted any exploration or development work on the Property since its acquisition of the Property in 2025. XAU Resources in a statement made note of the earn-in agreement Fortuna entered into with Qstone Inc.

It was also disclosed that directors of XAU Peter Hambro and Gary Bay are also shareholders of QS Holdings. Accordingly, the acquisition does not constitute an “Arm’s Length Transaction” and may constitute a “related party transaction” or “business combination”.

The Quartzstone Gold Project is an advanced-stage gold exploration property located in the Cuyuni-Mazaruni Region of north-central Guyana, approximately 120 kilometres west of Georgetown.

The Property comprises 83 medium-scale mining permits covering approximately 29,570 hectares. Historical drilling by the prior owner included 183 diamond drill holes totalling over 23,000 metres, with significant (un-cut) gold intersections.  Drilling has tested less than 5 kilometres of strike of the 25+ kilometre long granite contact structure. In addition, several trenches along the main north-south structure returned exceptional (un-cut) gold intersections which have not yet been drill-tested.

The Property hosts a historical Mineral Resource Estimate (MRE) to consist of 933,000 tonnes at 5.44 g/t Au for 163,200 ounces of gold Indicated plus 1,911,000 tonnes at 4.79 g/t Au for 294,500 ounces of gold Inferred. Further drilling and economic modelling is required to make the resource current.

While the project’s historical MRE is relevant for understanding the general scale and style of mineralisation, it was explained that its reliability is limited due to the use of estimation methodologies.  However, it was stated that the mineralised zones remain open, and ongoing exploration has the potential to expand the known mineralisation in addition to making new discoveries on multiple, untested strike-extensive structures, which could add to the resource at Quartzstone.

Fortuna operates mining assets across Latin America and West Africa, and said the agreement represents a strategic expansion into the Guiana Shield, one of the world’s most prospective gold-producing regions.

The company’s initial exploration programme, budgeted at approximately US$5.5 million, will focus on advancing priority targets already defined at Quartzstone, while generating additional targets along the highly prospective 26-kilometer main shear zone.

Planned work includes airborne magnetic surveys to develop a detailed structural framework, supported by high-resolution satellite imagery and digital elevation modelling. Field programmes will include infill geochemical sampling, auger drilling, and detailed geological and regolith mapping over prospective geophysical targets and known anomalous areas.

An initial 5,000-meter diamond drilling programme is planned to test historical targets and workings, as well as priority structural corridors along the main contact and northeast-trending intersections. In addition to royalties payable to the State, the project is also subjected to a 4.5 per cent net smelter returns royalty payable to a previous owner.

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• Canadian mining company, Fortuna Mining Corp., Quartzstone Gold Project

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