Kesselrun Resources Announces Shareholder and Court Approval for Plan of Arrangement with Gold X2 Mining

Executive Summary

• Kesselrun Resources shareholders approved the previously announced plan of arrangement with Gold X2 Mining, with 99.89% voting in favour.
• A final order from the Supreme Court of British Columbia confirming the Arrangement was received on the same day.
• Under the Arrangement each Kesselrun share will be exchanged for ~0.2152 Gold X2 common shares and $0.0213 cash; the transaction awaits TSXV approval and customary closing conditions, after which Kesselrun will be delisted from the TSXV.

Key Details

• Shareholder Approval: 55,219,208 Kesselrun shares (58.70% of outstanding) were present or represented at the meeting; the required two‑thirds super‑majority was met with 99.89% voting “yes.”
• Court Order: Final order from the Supreme Court of British Columbia approving the Arrangement was received on November 21, 2025.
• Exchange Ratio: Each Kesselrun share → 0.2152 Gold X2 common shares plus $0.0213 cash per share.
• Stock Options: Holders of Kesselrun options will receive the same number of Gold X2 shares they would have obtained had the options been exercised immediately prior to the Arrangement’s effective date.
• Closing Conditions: Completion subject to customary conditions, including receipt of TSXV approval (or waiver). Anticipated to close shortly after approvals.
• Delisting: Upon completion, Kesselrun’s TSXV securities will be delisted.
• Project Holdings (contextual):
• Kesselrun: 100% interest in Huronian Gold Project (~5,160 ha) and Bluffpoint Gold Project (~9,227 ha).
• Gold X2: Advanced Moss Gold Project with a NI‑43‑101 resource of 1.54 Moz Indicated Au (1.23 g/t) and 5.20 Moz Inferred Au (1.11 g/t).

Notable Quotes

• “The overwhelming support from Kesselrun shareholders underscores confidence in the strategic fit with Gold X2 and our shared vision for advancing high‑grade gold assets.” – Michael Henrichsen, President & CEO, Gold X2 Mining
• “This Arrangement positions both companies to leverage complementary project portfolios and accelerate value creation for our stakeholders.” – Michael Thompson, President & CEO, Kesselrun Resources