Mr. Michael Henrichsen reports

GOLD X2 ANNOUNCES DEFINITIVE AGREEMENTS FOR PROPOSED SPIN-OUT OF NET SMELTER ROYALTY TO SHAREHOLDERS

Gold X2 Mining Inc. has entered into definitive agreements in respect of the previously announced spinout of a 1.0-per-cent net smelter return (NSR) royalty on any potential future mineral production at the company's 100-per-cent-owned Moss gold project to its newly incorporated wholly owned subsidiary, 1602630 B.C. Ltd. (SpinCo).

The creation and spinout of SpinCo is designed to allow shareholders of Gold X2 to capture additional long-term value through the NSR royalty, while Gold X2 continues to focus on advancing the Moss gold project.

Michael Henrichsen, chief executive officer and director of Gold X2, commented: "We are pleased to enter into definitive agreements and move closer to unlocking significant shareholder value from the Moss gold deposit. The 1-per-cent NSR spinout preserves strong project economics for the Moss gold project while capturing future project upside for our shareholders. The company will provide a further update on the record date for shareholder participation in the arrangement in advance of closing."

Summary

The company, through its wholly owned subsidiary, Goldshore Mining Inc., has entered into a royalty agreement, pursuant to which the company will cause the NSR royalty to be granted to SpinCo.

The company has entered into an arrangement agreement dated Oct. 27, 2026, with its direct and indirect subsidiaries, SpinCo, Kesselrun Resources Ltd., Goldshore Mining Inc. and 1611028 B.C. Ltd. Pursuant to the arrangement agreement, the NSR royalty that has been created and granted by the company's subsidiary, Goldshore Mining Inc., will be transferred to a subsidiary of SpinCo and the shares of SpinCo will be spun out pro rata to the Gold X2 shareholders by way of a statutory plan of arrangement under the under the Business Corporations Act (British Columbia).

Terms of the arrangement agreement

Each Gold X2 shareholder as of a particular date to be announced prior to closing of the arrangement will receive one-fifth of one Spinco share for each one common share of Gold X2 held as of the record date. There will be no change in the Gold X2 shareholders' holdings in Gold X2 as a result of the arrangement.

Each outstanding Gold X2 stock option will be exchanged for one replacement Gold X2 option, exercisable to acquire one Gold X2 share and one-fifth of one SpinCo stock option, each whole SpinCo option being exercisable to acquire one SpinCo share. The exercise prices for the Gold X2 replacement options and the SpinCo options will be adjusted to reflect the relative value of the shares. Each outstanding Gold X2 restricted share unit (RSU) will be adjusted and increased, in accordance with its terms, to reflect any reduction in the value of a Gold X2 share resulting from the distribution of the SpinCo shares, and each such RSU shall otherwise be continued on the same terms and conditions as were applicable immediately before the effective time of the arrangement. Each outstanding Gold X2 share purchase warrant will be exchanged for one replacement Gold X2 warrant, exercisable to acquire one Gold X2 share and one-fifth of one SpinCo warrant, each whole SpinCo warrant being exercisable to acquire one SpinCo share. The exercise prices for the Gold X2 replacement warrants and the SpinCo warrants will be adjusted to reflect the relative value of the shares.

The Gold X2 shareholders, the holders of Gold X2 options and the holders of Gold X2 share purchase warrants will vote on the arrangement at a meeting of Gold X2 securityholders to be held on a date to be announced. To become effective, the arrangement must be approved by a special resolution passed by at least: (i) 66-2/3rds per cent of the votes cast by Gold X2 shareholders present in person or represented by proxy at the meeting, with each Gold X2 shareholder entitled to one vote for each Gold X2 share held; and (ii) 66-2/3rds per cent of the votes cast by all Gold X2 securityholders (voting as a single class) present in person or represented by proxy at the meeting. The arrangement is also subject to the approval of the Supreme Court of British Columbia, the approval of the TSX Venture Exchange and other customary closing conditions. Full details of the arrangement will be included in the management information circular that will be mailed to Gold X2 securityholders in connection with the meeting.

After careful consideration, the board of directors of the company has unanimously determined that the arrangement is fair to shareholders and in the best interests of the company. The factors considered by the board in reaching this determination will be described in the circular.

Details regarding the proposed management team and board of directors of SpinCo will be described in the circular. Changes and additions to the management team may be made following completion of the arrangement.

Following completion of the arrangement, the Gold X2 shares will continue to trade on the TSX Venture Exchange and the NYSE American under the symbol AUXX. The SpinCo shares will not be listed on any stock exchange immediately following closing of the arrangement; however, SpinCo intends to evaluate the strategic opportunities available to it.

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 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 (g/t) gold (Au), contained within 73.8 million tonnes and 4.209 million ounces of inferred gold resources at 0.97 g/t Au 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 g/t silver (Ag) contained within 64.3 million tonnes (t) and 6.273 million ounces of inferred silver resources at 1.55 g/t Ag contained within 125.9 million t. 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 profiles on SEDAR+ and EDGAR.

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.

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