Gold X2 Announces Proposed Spin-Out of Net Smelter Royalty to Shareholders, Filing of New York Stock Exchange Listing Application and Share Consolidation
Rhea-AI Summary
Gold X2 (OTCQB:GSHRF, TSXV:AUXX) plans to create a wholly owned subsidiary holding a 1.00% net smelter royalty on any potential future production from the Moss Gold Project and later distribute SpinCo shares to existing shareholders via a court‑approved plan of arrangement, subject to TSXV, regulatory, court and shareholder approvals and definitive agreements. SpinCo shares are initially not expected to be exchange‑listed.
The company has applied to list its common shares on NYSE American and, to meet listing requirements, will seek TSXV approval for a 6:1 share consolidation, reducing about 606.7 million shares to approximately 101.1 million, with standard rounding of fractions and no cash paid in lieu. Consolidation will proceed even if the NYSE American listing or royalty spin‑out do not close. Gold X2 also granted a director 250,000 stock options at $1.12 (five‑year term, staged vesting) and 50,000 restricted share units vesting in one year.
Positive
- 1.00% Moss Gold NSR spin-out planned to be distributed pro rata to existing shareholders, subject to approvals
- NYSE American listing application aims to broaden U.S. investor base and improve trading liquidity
- 6:1 share consolidation reduces share count from 606.7 million to about 101.1 million, aligning with U.S. listing requirements
Negative
- Proposed NSR spin-out and Arrangement are not final; definitive agreements not executed and may never be completed
- NYSE American listing is subject to approval; no assurance the application or listing will be successful
- SpinCo shares initially not expected to be listed, limiting immediate liquidity for the distributed royalty
- 250,000 options and 50,000 RSUs to a director add potential future equity dilution for existing shareholders
News Market Reaction – GSHRF
In the Jul 15 session, GSHRF declined 3.33%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - July 15, 2026) - Gold X2 Mining Inc. (TSXV: AUXX) (OTCQB: GSHRF) (FSE: DF8) ("Gold X2" or the "Company") today reported its intention to create, and subsequently spin-out, a 1.00% 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 ("SpinCo Shares") to be distributed to the shareholders of Gold X2 ("Gold X2 Shareholders") 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 (the "Arrangement"), under the Business Corporations Act (British Columbia).
Gold X2 also announces today that it has applied to list its common shares ("Gold X2 Shares") on NYSE American LLC ("NYSE American"). In connection with the requirements for the listing, the Company will seek TSXV approval to consolidate all of its issued and outstanding common shares at a ratio of 6:1 (the "Consolidation").
Michael Henrichsen, CEO 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 centered 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
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 Spin-Out of Net Smelter Royalty
The Arrangement will be subject to TSX Venture Exchange ("TSXV"), regulatory, court and Gold X2 Shareholders' 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 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. 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 ("Gold X2 Shares") on NYSE American LLC. 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 (the "Listing"), including engaging relevant advisors, 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, Gold X2 expects to commence trading on the NYSE American 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 TSXV approval to consolidate all of its issued and outstanding common shares at a ratio of 6:1 (the "Consolidation"). The 606,660,561 common shares currently issued and outstanding (the "Pre-Consolidation Shares") will be reduced to approximately 101,110,094 common shares on a post-Consolidation basis (the "Post-Consolidation Shares"), assuming no additional Pre-Consolidation 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 TSXV approval.
The Company will not be changing its name in connection with the Consolidation and the Post-Consolidation Shares will continue to trade on the TSXV under the existing trading symbol. The exercise or conversion price, and the number of Post-Consolidation 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 new CUSIP and ISIN numbers for the Post-Consolidation 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 (the "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
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. The Company's current focus is the advanced stage
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.
ON BEHALF OF THE BOARD
"Michael Henrichsen"
For More Information - Please Contact:
Michael Henrichsen
President, Chief Executive Officer and Director
Gold X2 Mining Inc.
E: mhenrichsen@goldx2.com
W: www.goldx2.com
T: 1-604-404-4335
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.
This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this news release include, among others, statements relating to the timing, structure and completion of the Arrangement; the intention to spin out the NSR and create SpinCo pursuant to the Arrangement; future potential for the Company and SpinCo; anticipated benefits of the Arrangement and the Listing; the listing of SpinCo Shares on a stock exchange, if at all, and the timing thereof; plans to complete the Consolidation and the terns thereof; the effect of the Consolidation on the Company's capital structure, including the number of Post-Consolidation Shares outstanding after the Consolidation and the treatment of fractional shares; regulatory and Court approvals for the Arrangement; and the NYSE American approving the Listing, if at all, and the timing thereof.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: uncertainty and variation in the estimation of mineral resources; risks related to exploration, development, and operation activities; exploration and development of the Moss Gold Project will not be undertaken as anticipated; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; the economic performance of the deposit may not be consistent with management's expectations; the Company's exploration work may not deliver the results expected; the fluctuating price of gold; unknown liabilities in connection with acquisitions; compliance with extensive government regulation; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations; global financial conditions; uninsured risks; climate change risks; competition from other companies and individuals; conflicts of interest; risks related to compliance with anti-corruption laws; the Company's limited operating history; intervention by non-governmental organizations; outside contractor risks; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance; uncertainties related to the review and approval of the Listing application; satisfaction of all applicable listing and regulatory requirements necessary to effect the Listing and the Consolidation; the Company not obtaining Court, Gold X2 Shareholder or stock exchange approvals to proceed with the Arrangement; the risk of unanticipated tax consequences to the Arrangement; the market valuing the Company and SpinCo in a manner not anticipated by the Company; risks related to the benefits of the Arrangement, the Listing and the Consolidation not being realized and other risks associated with executing the Company's objectives and strategies as well as those risk factors discussed in the Company's continuous disclosure documents filed under the Company's SEDAR+ profile at www.sedarplus.ca.
The forward-looking information in this news release is based on management's reasonable expectations and assumptions as of the date of this news release. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding: the future price of gold; anticipated costs and the Company's ability to fund its programs; the Company's ability to carry on exploration, development and mining activities; prices for energy inputs, labour, materials, supplies and services; the timing and results of drilling programs; mineral resource estimates and the assumptions on which they are based; the discovery of mineral resources and mineral reserves on the Company's mineral properties; the timely receipt of required approvals and permits; the costs of operating and exploration expenditures; the Company's ability to operate in a safe, efficient, and effective manner; the Company's ability to obtain financing as and when required and on reasonable terms; that the Company's activities will be in accordance with the Company's public statements and stated goals; the Company's exploration work will deliver the results expected; no delays in obtaining governmental or stock exchange approvals with respect to the Arrangement, the Listing and the Consolidation; that all conditions precedent to the completion of the Arrangement, the Listing and the Consolidation will be satisfied in a timely manner, if at all; and that there will be no material adverse change or disruptions affecting the Company or its properties.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. There can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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