Gold X2 Signs Definitive Agreement to Acquire Kesselrun Resources Ltd.

Executive Summary

• Gold X2 Mining Inc. has entered into a definitive agreement to acquire 100% of Kesselrun Resources Ltd., specifically targeting Kesselrun's high-grade Huronian Gold Project, which is located adjacent to Gold X2's Moss Gold Project in Northern Ontario.
• The transaction is structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia), with an anticipated completion date of November 27, 2025.
• Kesselrun shareholders will receive a combination of cash and equity in Gold X2, while Gold X2 will also assume $2 million in Kesselrun's outstanding debt and provide a $500,000 interest-free bridge loan.

Key Details

• Transaction Structure: Each Kesselrun share will be exchanged for $0.02 in cash and 0.2152 of a common share of Gold X2.
• Post-Transaction Ownership: Existing Kesselrun shareholders will own approximately 4.13% of the total issued and outstanding share capital of Gold X2 following completion.
• Debt Assumption: Gold X2 has agreed to pay outstanding debt of Kesselrun in the aggregate amount of $2,000,000 owed to certain creditors on the effective date of the Transaction.
• Bridge Loan: Gold X2 will provide Kesselrun with an interest-free bridge loan of $500,000, maturing on the earlier of five days post-completion or termination of the agreement. If an "Approval Failure Event" occurs, the loan becomes non-interest bearing for 90 days, then bears interest at 8% per annum, maturing 180 days post-failure.
• Option Exchange: Each Kesselrun option will be replaced with replacement options of Gold X2, exercisable at the same exchange ratio, with identical terms regarding expiry, vesting, and exercise conditions.
• Approvals Required: The transaction requires approval from (i) at least 66⅔% of votes cast by Kesselrun shareholders, and (ii) a majority of votes cast by Kesselrun shareholders present at a special meeting (excluding specific interested parties). TSXV approval and court approval are also required.
• Timeline: The transaction is anticipated to be completed on or about November 27, 2025.
• Strategic Rationale: The acquisition consolidates Gold X2's land position in the Shebandowan Greenstone Belt, adding the Huronian Gold Project (a past-producing mine) adjacent to the Moss Gold Project to enhance near-mine exploration potential and development synergies.
• Technical Report: A NI 43-101 technical report on the Huronian Gold Project is currently in preparation and will be filed upon completion.
• Board Support: The boards of both companies have approved the transaction. Kesselrun directors and officers holding ~9.75% of shares have entered into voting support agreements.
• Fairness Opinion: Evans & Evans provided a fairness opinion to Kesselrun's board stating the transaction is fair from a financial point of view.

Notable Quotes

• Michael Henrichsen, President and CEO of Gold X2: "The acquisition of Kesselrun Resources will mark a pivotal step forward for Gold X2 as we continue to consolidate a very prospective gold belt in Ontario. By bringing the Huronian project under our umbrella, we are positioning Gold X2 with multiple opportunities for potential resource growth and development synergies alongside our flagship Moss Gold Project."
• Michael Thompson, President and CEO of Kesselrun: "We believe this transaction provides the opportunity for Kesselrun shareholders to receive direct exposure to the Moss Gold Deposit, a tier one development project. Along with the growth potential afforded on the Huronian Gold Project, we believe the combined project will be well situated to deliver shareholder value."