Gold X2 Announces Strategic Investments from AngloGold Ashanti and Hess Capital Through Non-Brokered Private Placement

Executive Summary

• Gold X2 Mining announced a $115.9 M non‑brokered strategic financing package comprising 75.66 M charity flow‑through shares and 23.80 M units.
• AngloGold Ashanti will acquire ~58.99 M shares (9.9% ownership) and an unnamed investor 16.67 M shares; Hess Capital will purchase 23.80 M units with warrants.
• The Board appointed Tom Obradovich as Chair and announced the retirement of Brett Richards.

Key Details

• Financing Structure – Total consideration $115,898,301:
• Charity Flow‑Through Offering: 75,659,611 shares at $1.233 per share = $93,288,301.
  • AngloGold Ashanti to purchase 58,992,945 shares; unnamed strategic investor 16,666,666 shares.
  • Represents a 37 % premium to the back‑end price of $0.90/share.
  • AngloGold Ashanti will hold ~9.9 % of Gold X2’s common equity post‑closing.

• Unit Offering: 23,800,000 units at $0.95 per unit = $22,610,000.

  • Each unit consists of one common share and one common‑share purchase warrant (exercise price $1.42, exercisable any time before 27 Jan 2028).
  • Units to be purchased by Michael Hess, CIO of Hess Capital, who will also provide consulting services.

• Use of Proceeds – Charity FT proceeds earmarked for qualifying exploration and flow‑through mining expenditures at the Moss Gold Project:

• $29,999,999.70 to be renounced by 15 Sep 2026.

• Remaining $63,288,300.66 to be renounced by 31 Dec 2026 (expenses incurred no later than 31 Dec 2027).

• Closing Timeline – First tranche of Charity FT expected ~19 Feb 2026; second tranche ~26 Feb 2026. Unit offering closing anticipated ~19 Feb 2026. All closings subject to customary conditions and TSX‑V approval.

• Hold Periods – All securities issued in the charity flow‑through and unit offerings subject to a four‑month‑plus‑one‑day hold period from issuance per Canadian securities law.

• Investor Rights Agreement – AngloGold Ashanti will receive participation rights in future equity financings, top‑up rights, and a joint technical committee with Gold X2.

• Board Changes –

• Tom Obradovich appointed Chair of the Board.

• Brett Richards retired from the Board (formerly CEO & Director).

• Strategic Advisor & Legal Counsel – SAF Capital Partners acting as strategic advisor; DuMoulin Black LLP serving as legal counsel.

Notable Quotes

“We are very pleased to welcome AngloGold Ashanti and Hess Capital as future strategic shareholders… With the release of the PEA and the addition of our new strategic investors we feel the Company is at an inflection point as we are now well financed…” – Michael Henrichsen, CEO, Gold X2 Mining.