Mr. Michael Henrichsen reports
GOLD X2 ANNOUNCES STRATEGIC INVESTMENTS FROM ANGLOGOLD ASHANTI AND HESS CAPITAL THROUGH NON-BROKERED PRIVATE PLACEMENT
Gold X2 Mining Inc. has arranged a non-brokered strategic investment package for $115,898,301 consisting of 75,659,611 charity flow-through common shares of the company and 23.8 million units of the company.
The company also announces changes to its board of directors, with Tom Obradovich appointed chair of the board and Brett Richards retiring from the board.
Michael Henrichsen, chief executive officer of Gold X2, commented: "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. In addition, we are thrilled to have Michael Hess as a strategic investor as he brings expertise in the natural resource sector as both an investor and operator. We look forward to working with Michael as the company looks to expand its capital markets presence.
"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."
Summary of strategic financing terms
Gold X2 has arranged a non-brokered strategic investment package of $115,898,301 consisting of the sale and issuance of 75,659,611 charity FT shares at a price of $1.233 per charity FT share and a 23.8 million units at a price of 95 cents per unit.
The issuance of the charity FT shares will entitle the initial holders thereof to receive the tax benefits applicable to flow-through shares in accordance with the provisions of the Income Tax Act (Canada).
The gross proceeds from the sale of the charity FT shares will be used to advance exploration and resource expansion activities at the company's Moss gold project in Thunder Bay, which will qualify as Canadian exploration expenses and flow-through mining expenditures as those terms are defined in the Income Tax Act (Canada). Gold X2 will incur and renounce $29,999,999.70 of the qualifying expenses to the subscribers of the charity flow-through offering, effective as at Sept. 15, 2026, while the remaining $63,288,300.66 of the qualifying expenses will be renounced by Gold X2 to the subscribers of the charity flow-through offering, effective Dec. 31, 2026, and Gold X2 shall incur such qualifying expenses no later than Dec. 31, 2027.
AngloGold Ashanti has agreed to acquire an aggregate of 58,992,945 common shares through the charity flow0through offering and will hold approximately 9.9 per cent of the issued and outstanding common shares in the company. An unnamed investor has agreed to acquire 16,666,666 common shares of Gold X2 through the charity flow-through offering.
In connection with its strategic investment, AngloGold Ashanti and Gold X2 will enter into an investor rights agreement, granting AngloGold Ashanti certain participation rights in future equity financings of the company and additional top-up rights, allowing AngloGold Ashanti to maintain its ownership interest from time to time. In addition, the company and AngloGold Ashanti have agreed to form a joint technical committee to share expertise and exploration concepts and discuss future project development. A copy of the investor rights agreement will be filed under the company's SEDAR+ profile once entered at closing.
It is expected that the closing of the first tranche of the charity flow-through offering will occur on or about Feb. 19, 2026, while the closing of the second tranche of the charity flow-through offering will occur on or about Feb. 26, 2026. Closing is subject to the satisfaction of certain customary conditions, including receipt of the approval of the TSX Venture Exchange. All securities issued in connection with charity flow-through offering will be subject to a hold period of four months and one day from their respective date of issue in accordance with applicable Canadian securities laws.
In addition, Michael Hess, chief investment officer of Hess Capital, will acquire 23.8 million units at a price of 95 cents per unit by way of a non-brokered private placement. Each unit is composed of one common share and one common share purchase warrant, each warrant exercisable for a period of two years to acquire an additional common share at $1.42 per share. All securities issued in connection with the offering of units will be subject to a hold period of four months and one day from their date of issue in accordance with applicable Canadian securities laws.
Proceeds from the offering of units will be used to advance the development of the company's Moss gold project. The offering of units is expected to close on or about Feb. 19, 2026, subject to customary closing conditions. Upon closing, Hess Capital will provide consulting services to Gold X2.
Board of directors update
The board has approved the appointment of Mr. Obradovich as chairman of the board. The company is confident that Mr. Obradovich will play a key role in Gold X2's development and strategy execution, leveraging his experience in Ontario, notably his involvement in the reverse takeover and development of the Young Davidson project, which was acquired by Northgate Minerals in 2005. The Young Davidson project has since become one of Canada's largest underground gold mines, currently producing over 200,000 ounces of gold per year under the ownership of Alamos Gold Inc. Mr. Obradovich was also notably a founding member of Aurelian Resources Inc., which discovered the Fruta Del Norte gold deposit in Ecuador. Following its acquisition by Kinross, the project was brought into production by Lundin Gold, earning its place as one of the world's lowest-cost gold producers.
The company also announces that Mr. Richards has retired from the board of directors of Gold X2 Mining. Mr. Richards played a key role, as then chief executive officer and director, in the formation and growth of Gold X2 Mining (formerly Goldshore Resources). The board and management would like to extend their sincere appreciation to Mr. Richards for his contributions and continued support of the company.
Strategic adviser and legal counsel
SAF Capital Partners, a division of SAF Group, is acting as strategic adviser to the company. DuMoulin Black LLP is acting as legal counsel to the company.
About Gold X2 Mining Inc.
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 1 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. The company's current focus is the advanced-stage 100-per-cent-owned Moss gold project, which is positioned in Ontario, Canada, with direct access from the Trans-Canada Highway, hydroelectric power near site, supportive local communities and skilled work force. The company has invested over $100-million of new capital and completed approximately 100,000 metres of drilling on the Moss gold project, which, in aggregate, has had over 300,000 metres of drilling. The 2026 updated National Instrument 43-101 mineral resource estimate for the Moss and East Coldstream deposits has expanded to 2,458,000 ounces of indicated gold resources at 1.04 grams per tonne Au, contained within 73.8 million tonnes, and 4,209,000 ounces of inferred gold resources at 0.97 g/t Au contained within 134.7 million tonnes. The Moss deposit also has a silver mineral resource estimate of 3.16 million ounces of indicated silver resources at 1.53 g/t Ag contained within 64.3 Mt and 6,273,000 ounces of inferred silver resources at 1.55 g/t Ag contained within 125.9 Mt. Results of a preliminary economic assessment of the Moss gold project suggest the potential for the deposit to support a long-life mining operation with a strong production profile and low production costs. The MRE and PEA are supported by a National Instrument 43-101 technical report for the Moss gold project, which will be filed on SEDAR+ and the company's website by March 12, 2026.
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