Kesselrun Resources Announces Shareholder and Court Approval for Plan of Arrangement with Gold X2 Mining
Kesselrun Resources Announces Shareholder and Court Approval for Plan
of Arrangement with Gold X2 Mining
VANCOUVER, B.C., November 26, 2025: Gold X2 Mining Inc. (TSXV: AUXX / OTCQB: GSHRF / FWB: 8X00)
(“Gold X2 ”) and Kesselrun Resources Ltd. (TSXV:KES; OTCQB: KS SRF) (“Kesselrun”) are pleased to
announce that at the special meeting of shareholde rs of Kesselrun held on November 21, 2025 (the
“Meeting”), Kesselrun shareholders (“ Shareholders”) voted overwhelmingly in favour of the previously
announced plan of arrangement (the “Arrangement”) between Gold X2 and Kesselrun.
Additionally, today, Kesselrun received a final order of the Supreme Court of British Columbia approving
the Arrangement.
Under the Arrangement, Gold X2 will acquire all of the issued and outstanding Kesselrun shares. In
consideration therefore, each one Kesselrun share will be exchanged for approximately 0.2152 of one
common share (each whole common share, a “Gold X2 Share”) in the capital of Gold X2, and approximately
$0.0213 in cash. Each outstanding stock option of Ke sselrun will entitle the holder, upon exercise or
settlement, to receive the number of Gold X2 Shares that such holder would have been entitled to receive
pursuant to the Arrangement, had the security been exercised or settled immediately prior to the effective
date of the Arrangement.
Shareholders holding a total of 55,219,208 Kesselrun shares were represented in person or by proxy at the
Meeting, representing 58.70% of the 94,071,837 issued and outstanding shares entitled to vote as of
October 15, 2025, the record date for the Meeting. The Arrangement required the approval of at least two-
thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and en Ɵtled to
vote at the Meeting. Of the votes cast at the Meetin g, 99.89% of the votes cast by Shareholders were in
favour of the Arrangement.
Completion of the Arrangement is subject to the satisfaction of customary closing conditions for a
transaction of this nature, including receipt of approval of the TSX Venture Exchange (the “TSXV”). Subject
to the satisfaction (or waiver) of the closing conditi ons, it is expected that the Arrangement will be
completed shortly. In connection with completion of the Arrangement, it is expected that Kesselrun shares
will be delisted from the TSXV.
About Kesselrun Resources Ltd.
Kesselrun Resources Ltd. is a Thunder Bay, Ontario-based mineral exploration company focused on
growth through property acquisitions and discoverie s. Kesselrun’s management team possesses strong
geological and exploration expertise in Northwest Ontario. For more information about Kesselrun, please
visit www.kesselrunresources.com.
Kesselrun holds a 100% interest in the Huronian Gold Project (the “Huronian Gold Project”), covering 293
contiguous unpatented mining claims plus four pa tented mining claims totalling approximately 5,160
hectares located in Moss Township, Thunder Bay Mining Division, Ontario and a 100% interest in the
Bluffpoint Gold Project (the “ Bluffpoint Gold Project ”), comprising of 449 mining claims covering
approximately 9,227 hectares located in Bluffpoint Lake Township, with portions extending into the
townships of Lawrence Lake, Napanee Lake and Barker Bay in the Kenora Mining Division of Northwestern
Ontario. The Huronian Gold Project is situated in the highly prolific Shebandowan Greenstone Belt located
in the AbitibiWawa Subprovince of the Archean Superior Province and covers the southwest strike
extension of the geology that hosts Gold X2's Moss Gold Project.
About Gold X2 Mining
Gold X2 is a growth-oriented gold company focused on delivering long-term shareholder and stakeholder
value through the acquisition and advancement of primary gold assets in tier-one jurisdictions. It is led by
the ex-global head of structural geology for the world’s largest gold company and backed by one of Canada’s
pre-eminent private equity firms. Gold X2’s current focus is th e advanced stage 100% owned Moss Gold
Project which is positioned in Ontario, Canada, with direct access from the Trans-Canada Highway,
hydroelectric power near site, supportive local comm unities and skilled workforce. Gold X2 has invested
over $75 million of new capital and completed approximately 100,000 meters of drilling on the Moss Gold
Project, which, in aggregate, has had over 255,000 meters of drilling. The 2024 updated NI 43-101 mineral
resource estimate (“MRE”) has expanded to 1.54 million ounces of Indicated gold resources at 1.23 g/t Au,
contained within 38.96 million tonnes and 5.20 million ounc es of Inferred gold resources at 1.11 g/t Au.,
contained within 146.24 million tonnes. The MRE only encompasses 3.6 kilometers of the 35+ kilometer
mineralized trend, remains open at depth and along strike and is one of the few remaining major Canadian
gold deposits positioned for development in this cy cle. Please see NI 43-101 technical report titled:
“Technical Report and Updated Mineral Resource Esti mate for the Moss Gold Project, Ontario, Canada,”
dated March 20, 2024 with an effective date of Janua ry 31, 2024 available under the Gold X2’s SEDAR+
profile at www.sedarplus.ca. For more information, please visit SEDAR+ ( www.sedarplus.com) and Gold
X2’s website (www.Gold X2.com).
For More Information – Please Contact:
Gold X2 Mining Inc.
Michael Henrichsen
President, Chief Executive Officer and Director
W: www.goldx2.com
T: 1-604-404-4335
Kesselrun Resources Ltd.
Michael Thompson
P.Geo., President & CEO
W: www.kesselrunresources.com
T: 807.285.3323
Corporate Communications
1.866.416.7941
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian
securities legislation. All statements, other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections as at the date of this news release.
Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but not always using phrases such as
"expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur
or be achieved) are not statements of historical fact and may be forward-looking statements
In this news release, forward-looking statements relate to, among other things, statements regarding: the
Arrangement; the receipt of final TSXV approval for the Arrangement; the anticipated timeline for
completing the Arrangement; the delisting of Kesselrun’s shares from the TSXV following completion of the
Arrangement; that the Moss Gold Project, the Huronian Gold Project and the Bluffpoint Gold Project are in
a highly prolific and prospective jurisdiction; the terms and conditions pursuant to which the Arrangement
will be completed, if at all. Thes e forward-looking st atements are not guarantees of future results and
involve risks and uncertainties that may cause actual results to differ materially from the potential results
discussed in the forward-looking statements.
In respect of the forward-looking statements concerning the Arrangement, Gold X2 and Kesselrun have each
relied on certain assumptions that it believes are reasonable at this time, including assumptions as to the
ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, stock
exchange and other third party approvals, and the ability of the parties to satisfy, in a timely manner, the
other conditions to the completion of the Arrangement. The Arrangement timeline may change for a number
of reasons, including inability to secure necessary regulatory, stock exchange or other third-party approvals
in the time assumed or the need for additional time to satisfy the other conditions to the completion of the
Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and
information contained in this news release concerning timing.
Risks and uncertainties that may cause such differences include but are not limited to: the risk that the
Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the
Arrangement may not be satisfied; th e risk that the Arrangement may in volve unexpected costs, liabilities
or delays; the possibility that legal proceedings may be instituted against Gold X2, Kesselrun and/or others
relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event,
change or other circumstance that could result in termination of the Arrangement; and other risk factors as
detailed from time to time and additional risks identified in Gold X2’s and Kesselrun’s filings with Canadian
securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Failure to obtain the requisite
approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement,
may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the
Arrangement is not completed, the announcement of the Arrangement and the dedication of substantial
resources of Gold X2 and Kesselrun to the completion of the Arrangement could have a material adverse
impact on each of Gold X2 and Kesslrun’s share price, each of Gold X2 and Kesslrun’s current business
relationships and on the current and future operations, financial condition, and prospects of Gold X2 and
Kesselrun.
Gold X2 and Kesselrun expressly disclaim any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise except as otherwise required
by applicable securities legislation.