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Gold X Mining Corp. Delisting Announcement 2021

Jun 9, 2021

46005_rns_2021-06-09_774033f5-1ba3-468f-b899-3e05a3c5b614.pdf

Delisting Announcement

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

PURSUANT TO SECTION 4.9 OF NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS (“NI 51-102”)

1. Names of the parties to the transaction:

Gold X Mining Corp. (“ Gold X ”) Gran Colombia Gold Corp. (“ Gran Colombia ”)

2.

Description of the transaction:

At 12:01 a.m. (Pacific Time) (the “ Effective Time ”) on June 4, 2021, Gran Colombia completed the acquisition of all of the issued and outstanding common shares (the “ Gold X Shares ”) of Gold X not already owned by Gran Colombia by way of a statutory plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia). As a result of the Arrangement, Gold X became a direct, wholly-owned subsidiary of Gran Colombia and the Gold X Shares were subsequently de-listed from the TSX Venture Exchange as of the close of business on June 7, 2021.

Pursuant to the Arrangement, each holder of Gold X Shares became entitled to receive 0.6948 of a common share in the capital of Gran Colombia (a “ Gran Colombia Share ”) for each Gold X Share held immediately prior to the Effective Time (the “ Exchange Ratio ”), which implies consideration of $4.10 per Gold X Share based on the 20-day volume weighted average price of the Gran Colombia Shares on the Toronto Stock Exchange as of the market close on March 12, 2021 for total consideration of approximately $315 million on a 100% and fully diluted in-themoney basis. Immediately following the completion of the Arrangement, there were 98,287,088 Gran Colombia Shares issued and outstanding and a total of approximately 132.1 million Gran Colombia Shares on a fully-diluted basis.

Pursuant to the Arrangement, all stock options of Gold X (the “ Gold X Options ”) not exercised prior to the Effective Time were terminated at the Effective Time without payment of any consideration to the holders of such terminated Gold X Options. All share purchase warrants of Gold X (the “ Gold X Warrants ”) outstanding immediately prior to the Effective Time remained outstanding immediately following the Effective Time and any unexercised Gold X Warrants entitle the holders thereof to receive, upon exercise and for the same aggregate consideration, Gran Colombia Shares in accordance with the Exchange Ratio, on and subject to the terms and conditions of such Gold X Warrants.

The Arrangement was approved by shareholders of Gold X on May 27, 2021 and by order of the Supreme Court of British Columbia on June 1, 2021.

For further information regarding the Arrangement, please refer to the management information circular of Gold X dated April 23, 2021, which is available for review under the SEDAR profile of Gold X at www.sedar.com.

3. Effective date of the transaction:

June 4, 2021.

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

An application will be made to the applicable securities regulators for Gold X to cease to be a reporting issuer in each of the jurisdictions in which it is reporting.

5. Date of the reporting issuer’s first financial year-end subsequent to the transaction, if sections 4.9(a) or 4.9(b)(ii) of NI 51-102 are applicable:

Not Applicable.

6. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction if sections 4.9(a) or 4.9(b)(ii) of NI 51-102 are applicable:

Not Applicable.

7. Documents filed under NI 51-102 that described the transaction, if sections 4.9(a) or 4.9(b)(ii) of NI 51-102 are applicable.

Not Applicable.

DATED the 9[th] day of June, 2021.

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