Kesselrun receives approvals for acquisition by Gold X2

Executive Summary

• Kesselrun Resources Ltd. has received both shareholder and court approval for its previously announced plan of arrangement with Gold X2 Mining Inc.
• Under the terms of the arrangement, Gold X2 will acquire all issued and outstanding shares of Kesselrun.
• Completion of the transaction is subject to customary closing conditions, including TSX Venture Exchange approval, with delisting of Kesselrun shares expected upon completion.

Key Details

• Transaction Structure: Gold X2 Mining Inc. is acquiring all issued and outstanding shares of Kesselrun Resources Ltd. via a plan of arrangement.
• Exchange Ratio: Each Kesselrun share is exchanged for approximately 0.2152 of one common share in Gold X2 and approximately 2.13 cents in cash.
• Option Treatment: Each outstanding Kesselrun stock option entitles the holder, upon exercise or settlement, to receive the number of Gold X2 shares they would have received had the security been exercised or settled immediately prior to the effective date.
• Shareholder Vote: At the special meeting held on Nov. 21, 2025, shareholders representing 58.70% of outstanding shares voted. Of the votes cast, 99.89% were in favor of the arrangement, exceeding the required two-thirds majority.
• Court Approval: The Supreme Court of British Columbia issued a final order approving the arrangement.
• Closing Conditions: Completion is subject to customary closing conditions, specifically the receipt of approval from the TSX Venture Exchange.
• Delisting: Kesselrun shares are expected to be delisted from the TSX Venture Exchange in connection with the completion of the arrangement.

Notable Quotes

• None provided in the text.