Gold X Obtains Shareholder Approval for Arrangement with Gran Colombia Gold Corp. – GlobeNewswire

| Source: Gold X Mining Corp.


TORONTO, May 27, 2021 (GLOBE NEWSWIRE) — Gold X Mining Corp. (TSXV: GLDX) (“Gold X“) is pleased to announce that, at the special meeting (the “Meeting“) of shareholders of Gold X (“Gold X Shareholders“) held earlier today, Gold X Shareholders approved the previously announced proposed plan of arrangement (the “Arrangement“) under which, subject to the satisfaction (or waiver) of all applicable conditions precedent, Gran Colombia Gold Corp. (“Gran Colombia“) will acquire all of the issued and outstanding common shares of Gold X (the “Gold X Shares“) not already owned by Gran Colombia in exchange for Gran Colombia common shares (“Gran Colombia Shares“) on the basis of 0.6948 of a Gran Colombia Share for each Gold X Share.

The total number of Gold X Shares represented by Gold X Shareholders present in person or represented by proxy at the Meeting was 31,049,290, representing approximately 57.3% of the issued and outstanding Gold X Shares as at April 19, 2021, the record date for the Meeting. At the Meeting, Gold X Shareholders approved the Arrangement Resolution with approximately 99.8% of the votes cast at the Meeting in favour of the Arrangement (99.7% excluding the votes of certain Gold X Shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions).

Gold X is also pleased to announce that, earlier today, the Gran Colombia shareholders passed an ordinary resolution authorizing the issuance of the Gran Colombia Shares required to be issued in connection with the Arrangement.

Gold X will apply for a final order of the Supreme Court of British Columbia approving the Arrangement (the “Final Order“) on June 1, 2021. Apart from the Final Order, all third-party approvals and consents required as conditions precedent to completion of the Arrangement have been obtained or waived. Subject to receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions, Gold X currently expects that the Arrangement will become effective at 12:01 a.m. on June 4, 2021. Following completion of the Arrangement, the Company will be de-listed from the TSX Venture Exchange and the Company will make the applications to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for the purposes of securities legislation.

Further information regarding the Arrangement is contained in the management information circular of Gold X in respect of the Meeting (the “Circular“), which is available under Gold X’s profile on SEDAR at www.sedar.com.

About Gold X Mining Corp.

Gold X Mining Corp. is a Canadian junior mining company developing the Toroparu Gold Project in Guyana, South America. Gold X has spent more than US$150 million on the Project to date to classify 7.35 million ounces of Measured and Indicated and 3.15 million ounces of Inferred gold resources, develop engineering studies for use in a feasibility study, and define a number of exploration targets around the Toroparu Project on its 53,844 hectare (538 km2) 100% owned Upper Puruni Concession.

Additional information on Gold X can be found on its website at www.goldxmining.com and by reviewing its profile on SEDAR at www.sedar.com.

Contact Gold X Mining Corp.

Freddie Leigh

Telephone +1 (604) 609-6132

Email: investors@goldxmining.com

Cautionary Statement on Forward-Looking Information:

Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to anticipated timing of the hearing of the application for the Final Order and the anticipated timing of completion of the Arrangement, involve numerous assumptions, including assumptions concerning the receipt, in a timely manner of the Final Order and the satisfaction of the other closing conditions to the Arrangement. Management believes that the expectations reflected in the forward-looking statements are based upon reasonable assumptions; however such forward-looking statements are also subject to various known and unknown risks, uncertainties and other factors which may cause the actual results or events to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, withdrawal or modification of previously obtained regulatory or other third party consents, material adverse effects on the business, properties and assets of Gold X and/or Gran Colombia and the ability to obtain, in a timely manner, or at all, the Final Order. Although Gold X has attempted to identify important factors that could cause actual results or events to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gold X does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. 

Neither the TSX Venture Exchange nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.