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Gold X2 Mining Inc
Symbol AUXX
Shares Issued 606,660,561
Close 2026-07-15 C$ 1.09
Market Cap C$ 661,260,011
Recent Sedar+ Documents

Gold X2 Mining to spin out 1% Moss NSR

2026-07-15 17:13 ET - News Release

Mr. Michael Henrichsen reports

GOLD X2 ANNOUNCES PROPOSED SPIN-OUT OF NET SMELTER ROYALTY TO SHAREHOLDERS, FILING OF NEW YORK STOCK EXCHANGE LISTING APPLICATION AND SHARE CONSOLIDATION

Gold X2 Mining Inc. intends to create and subsequently spin out a 1.00-per-cent net smelter royalty (NSR) on any potential future mineral production at the Moss gold project. The NSR will initially be placed in a wholly owned subsidiary (SpinCo). The intention is for the shares of SpinCo to be distributed to the shareholders of Gold X2 at a time to be determined by management and the board of directors. It is expected that the distribution will be completed pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).

Gold X2 also announces today that it has applied to list its common shares on NYSE American LLC. In connection with the requirements for the listing, the company will seek TSX Venture Exchange approval to consolidate all of its issued and outstanding common shares at a ratio of 1:6.

Michael Henrichsen, chief executive officer and director of Gold X2, said: "Over the last 24 months, the geological and economic potential of the Moss deposit has become increasingly evident through the release of our base-case preliminary economic assessment, continued resource expansion and positive reconciliation within our ongoing infill drill program. This body of work has reinforced the company's view that the Moss deposit has upside potential from both a mining and exploration standpoint. In light of this, the company believes there is a compelling opportunity to unlock additional shareholder value through the creation of a royalty-focused entity centred on the long-term potential of this emerging district-scale asset in Northwestern Ontario.

"Following the review of similar transactions on analogous gold development projects, management and the board of directors believe that the proposed 1-per-cent NSR spinout will not hinder future development opportunities for the project or the company. Royalties of this size are consistent with those of successfully developed gold projects globally.

Separately, the company is pleased to announce that it has applied to list its common shares on the NYSE American exchange. The listing will broaden the company's access to the U.S. capital markets and improve Gold X2's visibility and accessibility among U.S. institutional and retail investors as we continue to advance the Moss gold project as one of Canada's largest developing gold assets."

Proposed spinout of net smelter royalty

The arrangement will be subject to TSX-V, regulatory, court and Gold X2 shareholder approval, the execution of the definitive agreements in respect of the NSR and the arrangement, and customary closing conditions. Pursuant to the arrangement, SpinCo shares are expected to be distributed to Gold X2 shareholders on a pro rata basis. The SpinCo shares are not expected to be listed on any stock exchange. However, subsequent to the distribution of the SpinCo shares, the board of directors of SpinCo may, if it determines that doing so is in the best interests of SpinCo and its shareholders, pursue a listing of the SpinCo shares on a stock exchange. There will be no change in shareholders' holdings in Gold X2 as a result of the arrangement.

Additional details regarding the arrangement, including the proposed record date, will be provided as they become available. There is no certainty that the company will proceed with the arrangement. Definitive agreements in respect of the arrangement have not been executed and may not be executed. The exact terms and conditions of the arrangement have not been agreed on. Further information will be disclosed in a subsequent news release, when available.

Application to list on NYSE American

Gold X2 is also pleased to announce it has separately applied to list its common shares on the NYSE American exchange. This strategic initiative is part of Gold X2's goal to broaden its investor base, increase trading liquidity of Gold X2 shares, enhance its visibility among North American institutional investors and provide U.S. retail investors with better access to the Gold X2 shares.

The company has commenced the regulatory and administrative steps required for listing on the NYSE American exchange, including engaging relevant advisers, filing the NYSE American application materials, and reviewing its corporate structure and governance status to meet U.S. market listing standards. Subject to completion of these steps and approval by the NYSE American exchange, Gold X2 expects to commence trading on the NYSE American exchange under a ticker symbol to be announced prior to the listing.

The listing remains subject to approval and there can be no assurance that the application will be approved or the listing will be completed.

Share consolidation

In connection with the requirements for the listing, the company will seek TSX-V approval to consolidate all of its issued and outstanding common shares at a ratio of 1:6. The 606,660,561 common shares currently issued and outstanding will be reduced to approximately 101,110,094 common shares on a postconsolidation basis, assuming no additional preconsolidation shares are issued prior to the completion of the consolidation. No fractional shares will be issued as a result of the consolidation. Any fractional interest in shares that would otherwise result from the consolidation will be rounded down to the nearest whole share, if the fractional interest is less than one-half of a share, and rounded up to the nearest whole share, if the fractional interest is equal to or greater than one-half of a share. No cash consideration will be paid in respect of fractional shares. The consolidation is subject to TSX-V approval.

The company will not be changing its name in connection with the consolidation and the postconsolidation shares will continue to trade on the TSX-V under the existing trading symbol. The exercise or conversion price and the number of postconsolidation shares issuable under any of the company's outstanding convertible securities will be proportionately adjusted upon the effective date of the consolidation. The effective date of the consolidation and a new Cusip number and ISIN (international securities identification number) for the postconsolidation shares, if applicable, will be disclosed in a subsequent news release.

The consolidation and the listing are not conditional on the arrangement. The consolidation will proceed even if the listing and the arrangement do not proceed. The listing remains subject to approval, but, provided such approval is received, the listing will proceed even if the arrangement does not proceed.

Equity grant to director

The company announces that the board of directors of the company has approved the grant of 250,000 incentive stock options and 50,000 restricted share units pursuant to the company's omnibus incentive plan to a director of the company. The options are exercisable at $1.12 per share for a period of five years and vest from the date of the grant as follows one-third in six months, one-third in 18 months and one-third in 30 months. The restricted share units vest one year from the date of the grant.

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 former 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 a skilled work force. The company has invested over $150-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, Standards of Disclosure for Mineral Projects, mineral resource estimate (MRE) for the Moss and East Coldstream deposits has expanded to 2,458,000 ounces of indicated gold resources at 1.04 grams per tonne gold, contained within 73.8 million tonnes, and 4,209,000 ounces of inferred gold resources at 0.97 gram per tonne gold, contained within 134.7 million tonnes. The Moss deposit also has a silver MRE of 3.16 million ounces of indicated silver resources at 1.53 grams per tonne silver, contained within 64.3 million tonnes, and 6,273,000 ounces of inferred silver resources at 1.55 grams per tonne silver, contained within 125.9 million tonnes. Results of a preliminary economic assessment (PEA) 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 an NI 43-101 technical report for the Moss gold project available on the company's website and under the company's issuer profile on SEDAR+.

Peter Flindell, PGeo, MAusIMM, MAIG, chief operating officer, of the company and a qualified person under NI 43-101, has approved the scientific and technical information contained in this news release.

We seek Safe Harbor.

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