Gold X2 investors AngloGold, Hess subscribe for $115.8M

Executive Summary

• Gold X2 Mining announced a $115.9M non-brokered strategic investment package comprising charity flow-through shares and private placement units with warrants.
• AngloGold Ashanti is acquiring a ~9.9% stake via the flow-through offering, accompanied by an investor rights agreement and a joint technical committee.
• Hess Capital is investing $22.6M via a private placement of units with warrants, with Michael Hess joining as a strategic investor and consultant.

Key Details

• Total Financing: $115,898,301 non-brokered strategic investment package.
• Charity Flow-Through Shares: 75,659,611 shares issued at $1.233/share. Gross proceeds allocated to exploration and resource expansion at the Moss gold project.
• Expense Renunciation: $29,999,999.70 renounced effective Sept. 15, 2026; $63,288,300.66 renounced effective Dec. 31, 2026. Qualifying expenses to be incurred by Dec. 31, 2027.
• AngloGold Ashanti Stake: Acquiring 58,992,945 common shares (~9.9% of issued/outstanding). Entering investor rights agreement with participation and top-up rights to maintain ownership. Forming a joint technical committee with Gold X2.
• Unnamed Investor: Acquiring 16,666,666 common shares through the charity flow-through offering.
• Hess Capital Private Placement: 23.8 million units at $0.95/unit ($22.61M gross). Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Exercisable for two years at an exercise price of $1.42/share.
• Hess Capital Role: Proceeds used for Moss gold project development; Hess Capital will provide consulting services upon closing.
• Closing Schedule: First tranche of charity flow-through on or about Feb. 19, 2026; second tranche on or about Feb. 26, 2026. Unit offering closing on or about Feb. 19, 2026. Subject to TSX Venture Exchange approval and customary conditions.
• Hold Period: Four months and one day for all issued securities.
• Board Changes: Tom Obradovich appointed Chair of the Board; Brett Richards retiring from the Board.
• Advisers: SAF Capital Partners (strategic adviser); DuMoulin Black LLP (legal counsel).
• Moss Gold Project Resources (2026 Updated NI 43-101 MRE): 2,458,000 oz indicated Au @ 1.04 g/t (73.8 Mt); 4,209,000 oz inferred Au @ 0.97 g/t (134.7 Mt). Silver resources: 3.16M oz indicated Ag @ 1.53 g/t (64.3 Mt); 6.273M oz inferred Ag @ 1.55 g/t (125.9 Mt).
• PEA & Technical Report: Preliminary Economic Assessment indicates potential for a long-life, low-cost operation. NI 43-101 technical report to be filed by March 12, 2026.

Notable Quotes

• "We are very pleased to welcome AngloGold Ashanti and Hess Capital as future strategic shareholders in the company. Both AngloGold Ashanti and Gold X2 have a shared vision of growing the Moss gold project into Canada's next Tier 1 gold-producing asset." - Michael Henrichsen, CEO
• "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 and have a clear runway of value creation in front of us as we look to move the Moss gold project to be one of Canada's most significant gold mines." - Michael Henrichsen, CEO