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Gold X Mining Corp
Symbol GLDX
Shares Issued 35,149,209
Close 2019-12-02 C$ 2.12
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Gold X arranges $20M (U.S.) debenture financing

2019-12-04 08:42 ET - News Release

Mr. Richard Munson reports


Gold X Mining Corp. has arranged a non-brokered private placement offering of up to $20-million (U.S.) principal amount of 10 per cent secured convertible debentures due 36 months from the closing date of the offering.

"This is a monumental moment for Gold X Mining. After advancing this world-class gold deposit Toroparu for 20 years, I'm delighted to see the purchase option finally be exercised," said Rich Munson, chief executive officer. "I want to personally thank Mr. Alphonso, the country of Guyana, as well as our supportive partners including Wheaton Precious Metals International Ltd., Gran Colombia and Fiore Group for stepping up and providing this capital. It's been a pleasure to be working with Bassam Moubarak and the strategic advisory board to help make this happen."

"The exercise of this option to purchase 100 per cent of one of the larger gold deposits in South America provides ownership certainty, outright control of Toroparu by the company and checks off a significant milestone on the path to value creation for all stakeholders," said Paul Matysek, head of the strategic advisory board. "Two thousand twenty is shaping up to be a significant year for Gold X."

The outstanding amount of each debenture will be convertible, in whole or in part, at the option of holder into that number of Gold X common shares equal to the quotient of such amount converted to Canadian dollars using the daily representative rate of exchange as published by the Bank of Canada on the business day prior to conversion divided by $3.20. This represents a 51-per-cent premium to the market close on Dec. 2, 2019. The conversion price is subject to customary adjustments. The interest on the debentures will be compounded semi-annually and payable annually. Interest is payable in shares at the option of the holder. If the holder does not elect to receive interest in shares then the company has the right to settle the interest payment in cash or defer payment, with interest to maturity. The proceeds of the offering will be used by the company solely for exercising the purchase option, through the company's wholly owned subsidiary, ETK Inc., to acquire 100 per cent of the interest in and to the company's Toroparu project in Guyana, South America, held by Alfro Alphonso pursuant to a joint venture agreement between Mr. Alphonso and ETK.

Closing of the offering is expected to occur during the first two weeks of December, 2019, and remains subject to approval by the TSX Venture Exchange.

The company's 100-per-cent-owned and permitted Toroparu gold project containing 7,353,000 ounces measured plus indicated and 3.15 million ounces of inferred gold resource. Final design of a conventional open-pit mine and gold leaching circuit producing an average of 152,000 oz gold per year over a 24-year mine life is continuing. Preliminary economic estimates for the project include $1.25-billion (U.S.) of after-tax free cash flow from a project with a $378-million preproduction capital cost estimate, a 2.92-year payback of preproduction capital and a 20.25-per-cent internal rate of return at a $1,300-(U.S.)-per-ounce-base-case gold price (24.2-per-cent IRR at $1,400/oz Au price) with the participation by Wheaton Precious Metals (see Sandspring Resources' June 4, 2019, press release).

Having completed both the environmental authorization to proceed and a mineral development agreement with the Guyana government, transfer of the title to the mining permits is the last step required for the issuance of the mining licence to operate the Toroparu gold project.

Under the terms of the debenture, Wheaton will have the right, but not the obligation, to acquire approximately 4,155,625 common shares in connection with the exercise of the above-described debenture conversion right. Assuming the conversion of the entire initial principal amount, based upon a $1.3298 exchange rate, of the Wheaton debenture to common shares, Wheaton would hold, in aggregate, 10.6 per cent of Gold X's common shares currently issued and outstanding on a partially diluted basis. Prior to the transactions contemplated hereby, Wheaton did not hold any securities of Gold X. The debenture issued to Wheaton is presently being held only for investment purposes. Wheaton may from time to time in the future increase or decrease its ownership, control or direction over securities of the company, through market transactions, private agreements or otherwise. Wheaton intends to file an early warning report pursuant to applicable securities laws in connection with the transactions contemplated hereby. A copy of the early warning report to which this press release relates can be obtained from Wheaton, at 1-844-288-9878 or info@wheatonpm.com or on the SEDAR profile of the company.

About Gold X Mining Corp.

Gold X Mining, formerly known as Sandspring Resources Ltd., is a Canadian junior mining company currently moving toward a feasibility study for the Toroparu project in Guyana, South America, with 7.4 million ounces of gold in the measured and indicated categories.

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