Kesselrun Resources Ltd. (TSXV: KES,OTC:KSSRF) (OTCQB: KSSRF) (“Kesselrun”) is pleased to announce that further to its press release dated October 1, 2025, it has filed with the applicable Canadian securities regulatory authorities a management information circular dated October 21, 2025 (the “Circular”) and related meeting materials (together with the Circular, the “Meeting Material”) of Kesselrun for use at the special meeting (the “Meeting”) of shareholders of Kesselrun (the “Shareholders”) to be held in connection with the proposed plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) involving Kesselrun and Gold X2 Mining Inc. (“Gold X2”) are involved.
At the Meeting, Shareholders will be asked to consider a special resolution (the “Regulation resolution“) approving the arrangement pursuant to which GoldShares“). Under the Arrangement, each Shareholder will receive approximately $0.0213 in cash and approximately 0.2152 of a common share of Gold X2 (“Golden X2 shares“) in exchange for each Share held (the “Exchange ratio“). On October 20, 2025, Kesselrun obtained an interim order from the Supreme Court of British Columbia providing for the convening and conduct of the Meeting and other procedural matters relating to the Arrangement.
The board of directors of Kesselrun (the “Board“) recommends shareholders to vote FOR the Regulation Resolution.
Additional details regarding the Scheme, the reasons for the Board’s recommendation and the potential benefits and risks of the Scheme are described in the Circular, which Shareholders are encouraged to read in its entirety.
Details of the meeting
The meeting will be held on November 21, 2025 at 10:00 AM (Vancouver time), 609 Granville Street, 9th Floor, Suite 940, Vancouver, BC V7Y 1H2, subject to adjournment or adjournment. Shareholders are encouraged to read the meeting notice, circular and other meeting materials carefully for information about the scheme, the scheme resolution and voting. Only shareholders of record at the close of business on October 15, 2025 are eligible to vote at the Meeting.
Meeting materials
Kesselrun has started sending copies of the meeting materials to shareholders entitled to vote on the scheme at the meeting. However, due to the ongoing strike at Canada Post and the resulting disruption to postal service, meeting materials may not be delivered to shareholders prior to the Meeting. However, shareholders will still be able to vote their shares, either directly or by proxy, or indirectly through their intermediary.
The meeting material is available under Kesselrun’s profile on SEDAR+ at www.sedarplus.ca. The meeting materials are also posted in a prominent location on Kesselrun’s website and can be accessed electronically at https://www.kesselrunresources.com/investors/corporate-filings/.
Shareholders who have not received their meeting materials or who wish to receive additional information (including with respect to requesting a proxy or voting instruction form for the Meeting and/or obtaining their voting control number and voting instructions) may contact Kesselrun’s proxy solicitation agent, Laurel Hill Advisory Group, to request such materials and information. Kesselrun will provide a copy of the Meeting Materials by email free of charge to any shareholder who requests it.
How to vote
| METHOD OF VOTING | BENEFICIAL SHAREHOLDERS | REGISTERED SHAREHOLDERS |
| Shares held with a broker, bank or other intermediary. | Shares held in your own name and represented by a physical certificate or DRS. | |
| www.proxyvote.com | www.investorvote.com | |
 | Call the toll-free number listed on your Voting Instruction Form (VIF) and vote using the control number listed therein. | 1-866-732-STEM (8683) |
Voting assistance and shareholder questions
Shareholders requiring additional assistance in voting their shares are encouraged to contact Laurel Hill Advisory Group at 1-877-452-7184 (North American toll-free), 1-416-304-0211 (outside North America or by text message), or help@laurelhill.com.
About Kesselrun Resources Ltd.
Kesselrun Resources Ltd. is a Thunder Bay, Ontario-based mineral exploration company focused on growth through real estate acquisitions and discoveries. Kesselrun’s management team has strong geological and exploration expertise in Northwestern Ontario. For more information about Kesselrun, please visit www.kesselrunresources.com.
Kesselrun has a 100% interest in the Hronian Gold Project (the “Huronian Gold Project“), covering 293 contiguous, unpatented mining claims plus four patented mining claims totaling approximately 5,160 hectares located in Moss Township, Thunder Bay Mining Division, Ontario and a 100% interest in the Bluffpoint Gold Project (the “Bluffpoint Gold Project“), consisting of 449 mining claims covering approximately 9,227 hectares, located in Bluffpoint Lake Township, with portions extending into the townships of Lawrence Lake, Napanee Lake and Barker Bay in the Kenora Mining Division of Northwestern Ontario. The Huronian Gold Project is located in the highly productive Shebandowan Greenstone Belt, located in the AbitibiWawa Sub-Province of the Archean Superior Province and covering the southwestern strike extension of the geology hosting Gold X2’s Moss Gold Project.
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.
Cautionary Statements Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement that involves discussions regarding predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using expressions such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “predicts”, “estimates”, “believes” or “intends” or variations of such words and phrases or states that certain actions, events or results “may” or “could”, “would”, “would” or “will” occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements include, among other things, statements regarding: the date of the Meeting; completion of mailing of meeting materials; possible delays in mailing meeting materials due to the ongoing Canada Post strike; and the receipt of the necessary shareholder approval for the scheme. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements.
In connection with the forward-looking statements relating to the Scheme, Kesselrun has relied on certain assumptions that it currently considers reasonable, including assumptions about Kesselrun’s ability to conduct the Meeting as intended; the ability of Kesselrun to obtain the necessary approvals from regulators, courts, shareholders, stock exchanges and other third parties in a timely manner and on satisfactory terms, and the ability of the parties to comply with the other conditions to the completion of the Arrangement in a timely manner. The settlement timeline is subject to change for a number of reasons, including delays in the mailing of meeting materials; inability to hold the Meeting as contemplated; the inability to obtain necessary approvals from regulatory authorities, courts, shareholders, stock exchanges or other third parties within the assumed timeframe or the need for additional time to comply with the other conditions to the completion of the arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release regarding timing.
Kesselrun expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271745
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