Gold X2 Announces Definitive Agreements for Proposed Spin-Out of Net Smelter Royalty to Shareholders

Gold X2 Mining Inc. (AUXX) has entered into definitive agreements to spin out a 1.0% Net Smelter Return (NSR) royalty on its 100%-owned Moss Gold Project into a newly incorporated subsidiary, 1602630 B.C. Ltd. (SpinCo). The transaction will be executed via a statutory plan of arrangement, distributing SpinCo shares pro rata to Gold X2 shareholders at a ratio of 0.2 SpinCo shares for every Gold X2 share held.

SpinCo shares will not be listed on any exchange immediately following closing. The transaction requires approval from shareholders, securityholders, the Supreme Court of British Columbia, and the TSX Venture Exchange. The spin-out is designed to unlock shareholder value from the royalty while allowing Gold X2 to continue advancing the Moss Gold Project without hindering future development economics. This release follows the initial announcement of the proposed spin-out in July 2026 and marks the transition to definitive agreements.

Gold X2 Mining Inc. (AUXX) has entered into a definitive agreement, a procedural milestone widely anticipated following the company’s July 2026 announcement. By separating the royalty into a distinct entity, the company aims to capture the long-term value of the 1.0% NSR directly for shareholders while keeping the Moss Gold Project's operating economics intact.

The market has already priced in the strategic capital structure changes, including the NYSE American listing and GDXJ inclusion. The stock has declined significantly from its March 2026 peak, reflecting broader market conditions and a typical post-announcement consolidation phase. The news is incremental and expected, introducing no new operational data, revised resource estimates, or unexpected financing.

Gold X2 Mining Inc. (AUXX) owns the Moss Gold Project, a 100% interest asset located in Northwest Ontario, Canada. The company has defined mineral resources under NI 43-101 standards totaling 2.458 million ounces of indicated gold at a grade of 1.04 g/t Au from 73.8 million tonnes, alongside 4.209 million ounces of inferred gold at 0.97 g/t Au from 134.7 million tonnes. Silver resources include 3.160 million ounces of indicated and 6.273 million ounces of inferred material.

A preliminary economic assessment indicates the project could support a long-life, low-cost operation. At a gold price of US$2,750/oz, the base case projects a net present value at a 5% discount rate of C$2.232 billion, an internal rate of return of 22.1%, and a payback period of 3.2 years. The estimated all-in sustaining cost is US$1,188/oz.

The project is currently in an advanced stage, having completed infill drilling, grade control programs, and environmental baseline studies. Gold X2 Mining Inc. is targeting a feasibility study and permitting submission in 2027-2028.