Gold X Mining Corp. — Interim / Quarterly Report 2021

May 27, 2021

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Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020

Prepared by: Gold X Mining Corp. www.goldxmining.com

Expressed in Canadian Dollars (Unaudited)

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited condensed consolidated interim financial statements of Gold X Mining Corp. have been prepared by and are the responsibility of the Company’s management.

In accordance with National Instrument 51‐102, the Company discloses that its independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements for the three months ended March 31, 2021 and 2020.

GOLD X MINING CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in Canadian Dollars)

GOLD X MINING CORP. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (Expressed in Canadian Dollars)
As at	March 31, 2021 December 31,2020
ASSETS Current Cash Restricted cash Prepaid expenses	Notes $ $ 8,700,703 10,374,816 4 174,320 176,497 259,063 432,227
Property and equipment Mineralproperties under exploration	9,134,086 10,983,540 7 75,061 83,658 8 53,035,454 53,035,454
	62,244,601 64,102,652
LIABILITIES Current liabilities Accountspayable and accrued liabilities	1,337,401 803,695
	1,337,401 803,695
Non‐current liabilities Deferred revenue	9 16,940,800 16,940,800
	16,940,800 16,940,800
SHAREHOLDERS' EQUITY Common shares Equity reserves Deficit	11 209,755,912 207,091,057 12,13 32,315,861 32,176,439 (198,105,373) (192,909,339)
	43,966,400 46,358,157
	62,244,601 64,102,652
Going concern ‐ Note 1 Commitments ‐ Notes 8, 9 Subsequent events ‐ Notes 12, 13 Gran Colombia Agreement ‐ Note 16	1

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

On behalf of the Board of Directors: "Signed" "Signed" Paul Matysek, CEO/Director Bassam Moubarak, CFO/Director

GOLD X MINING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in Canadian Dollars, except share and per share amounts)

(Unaudited) (Expressed in Canadian Dollars, except share and per share amounts)
	Three months ended Three months ended March 31, 2021 March 31, 2020
Expenditures Administrative Consulting Depreciation Exploration expenses Foreign exchange loss Investor relations and marketing Professional fees Regulatory and transfer agent Salaries, director fees and other employee benefits Stock‐based compensation Travel	Notes $ $ 74,209 49,561 14 569,138 152,164 7 23,825 31,864 8 2,815,248 785,377 10,429 484,835 217,412 169,121 25,381 78,088 59,933 21,422 14 609,858 174,826 13 788,169 ‐ 13,627 92,154
Total expenditures	(5,207,229) (2,039,412)
Other Interest income Fair value adjustment Interest expense ‐ debt Interest expense ‐ other	11,436 91,554 10 ‐ 1,897,350 10 ‐ (670,608) (241) (1,250)
Net loss and comprehensive loss	(5,196,034) (722,366)
Loss per share Basic and diluted	(0.10) (0.02)
Weighted average number of shares outstanding Basic and diluted	53,134,442 35,401,211

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GOLD X MINING CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(Expressed in Canadian Dollars, Except Share Amounts)

(Unaudited) (Expressed in Canadian Dollars, Except Share Amounts)
		Common	Equity
	Common Shares	Shares	Reserve	Deficit	Total
	#	$	$	$	$
Balance, December 31, 2019	35,399,211	157,529,875	28,365,699	(171,457,498)	14,438,076
Shares issued on exercise of warrants	2,000	2,640	‐	‐	2,640
Options surrendered	‐	‐	(22,813)	‐	(22,813)
Net loss for theperiod	‐	‐	‐	(722,366)	(722,366)
Balance, March 31, 2020	35,401,211	157,532,515	28,342,886	(172,179,864)	13,695,537
Stock‐based compensation	‐	‐	5,342,199	‐	5,342,199
Shares issued on exercise of options	748,125	2,378,326	(995,026)	‐	1,383,300
Shares and warrants issued on private placement	2,631,578	1,613,306	886,693	‐	2,499,999
Shares and warrants issue costs	‐	(6,415)	(3,526)	‐	(9,941)
Shares issued on exercise of warrants	5,316,917	11,677,890	(1,396,787)	‐	10,281,103
Shares issued on settlement of convertible debt	8,934,621	33,895,435	‐	‐	33,895,435
Net loss for theperiod	‐	‐	‐	(20,729,475)	(20,729,475)
Balance, December 31, 2020	53,032,452	207,091,057	32,176,439	(192,909,339)	46,358,157
Shares issued on exercise of warrants	573,586	1,823,810	(357,202)	‐	1,466,608
Shares issued on exercise of options	256,250	841,045	(291,545)	‐	549,500
Stock‐based compensation	‐	‐	788,169	‐	788,169
Net loss for theperiod	‐	‐	‐	(5,196,034)	(5,196,034)
Balance, March 31, 2021	53,862,288	209,755,912	32,315,861	(198,105,373)	43,966,400

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GOLD X MINING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Expressed in Canadian Dollars)

(Unaudited) (Expressed in Canadian Dollars)
	Three months ended	Three months ended
	March 31, 2021	March 31,2020
Cash (used in) provided by:	$	$
Operating activities
Net loss	(5,196,034)	(722,366)
Adjustments for:
Accrued interest expense	‐	670,608
Depreciation	23,825	31,864
Fair value adjustment	‐	(1,897,350)
Stock‐based compensation	788,169	‐
Unrealized foreign exchange loss	‐	713,766
Change in non‐cash working capital:
Prepaid expenses	173,164	(18,891)
Accountspayable	547,081	(212,033)
	(3,663,795)	(1,434,402)
Investing activities
Purchase of equipment	(15,228)	‐
	(15,228)	‐
Financing activities
Payment of lease liabilities	(11,198)	(21,607)
Proceeds from exercise of warrants	1,466,608	2,640
Proceeds from exercise of stock options	549,500	‐
Stock option surrender settlement	‐	(22,813)
	2,004,910	(41,780)
Cash beginning of period	10,374,816	7,348,813
Change in cash	(1,674,113)	(1,476,182)
Cash end ofperiod	8,700,703	5,872,631

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

1. Corporate Information and Going Concern

Gold X Mining Corp. (“Gold X” or the “Company”) is a resource exploration company, incorporated in Canada on September 20, 2006 and continued into the province of British Columbia in November 2019. The Company’s principal place of business is located at Suite 3123 – 595 Burrard Street, Vancouver, BC Canada V7X 1J1 and its registered address is located at 2200 – 885 West Georgia Street, Vancouver, BC V6C 3E8. Gold X is focused on the exploration for, and resource expansion of gold and related minerals in Guyana. In March 2021, the Company entered in an acquisition arrangement agreement with Gran Colombia Gold Corporation (“Gran Colombia”) whereby Gran Colombia will acquire all of the issued and outstanding common shares of the Company (Note 16).

These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

At March 31, 2021, the Company had working capital of $7,796,685 (December 31, 2020: $10,179,845), an accumulated deficit of $198,105,373 (December 31, 2020: $192,909,339), incurred losses during the three months ended March 31, 2021 amounting to $5,196,034 (2020: $722,366), and used cash in operating activities during the three months ended March 31, 2021 of $3,663,795 (2020: $1,434,402). Although the Company has been successful in the past obtaining financing, there is no assurance that it will be able to obtain adequate financing or that such financing will be on terms that are acceptable to the Company. As at March 31, 2021, management determined the existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments could be material.

The Company’s principal asset is the Toroparu Project and this project was primarily subject to the Upper Puruni Agreement (Note 8). At the end of 2019, in conjunction with a debenture financing for US$20,000,000, the Company exercised its right to purchase Mr. Alphonso’s interest in the Upper Puruni Agreement, which was completed in March 2020. The debenture financing consisted of a 10% secured convertible debentures due December 2022, which were settled in July 2020 (Note 10).

In November 2013, the Company entered into a precious metals purchase agreement (the “Purchase Agreement”) with Silver Wheaton (Caymans) Ltd., who subsequently changed its name to Wheaton Precious Metals (Caymans) Ltd. (“Wheaton”). Under this Purchase Agreement, Wheaton will pay Gold X incremental up‐front cash payments totaling US$153.5 million for 10% of the payable gold production and 50% of the silver production from the Company’s Toroparu Project in Upper Puruni, Guyana (the “Toroparu Project”). Gold X has received initial draw downs of US$15.5 million of the cash payment, used primarily for advancement of the final feasibility study for the Toroparu Project.

7

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

1. Corporate Information and Going Concern (Continued)

Under the terms of the Purchase Agreement, as amended, the Company is required to complete a final feasibility study for its Toroparu Project before December 31, 2021, upon receipt of which, Wheaton can elect to proceed and pay the balance of the US$138 million owed under the Purchase Agreement to finance construction of the Toroparu Project, or can elect to terminate the Purchase Agreement and convert the portion of the deposit already paid less US$2 million into debt of the Company that will become due and payable in whole or in part upon the occurrence of certain events including, but not limited to, a “change of control” of the Company or the Company obtaining certain levels of debt or equity financing. The Company’s ability to finance activities is dependent on whether Wheaton elects to proceed after completion of the feasibility study, as well as on the Company’s ability to raise additional equity financing to fund ongoing activities, including the portion of project construction not financed by Wheaton. There are no assurances that Wheaton will elect to fund construction of the Toroparu Project, or that the Company will be successful in raising equity financing at all or, if available, on terms acceptable to the Company.

In March 2020, the World Health Organization declared coronavirus COVID‐19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. To date, COVID‐19 has not had any significant impact on the Company’s operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

2. Basis of Presentation

Statement of Compliance

These condensed interim consolidated financial statements of the Company are prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting and do not include all of the information required for full annual financial statements using International Financial Reporting Standards (“IFRS”) as issued by the International Accountings Standards Board (“IASB”). These condensed interim consolidated financial statements should be read in conjunction with the Company’s most recent annual audited financial statements for the year ended December 31, 2020, and the accounting policies applied in these condensed interim consolidated financial statements are the same as those applied in the Company’s annual audited consolidated financial statements for the year ended December 31, 2020.

These condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments that have been measured at fair value. The condensed interim consolidated financial statements are presented in Canadian dollars, except when otherwise indicated. The Board of Directors approved the condensed interim consolidated financial statements on May 26, 2021.

8

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

3. Significant Accounting Policies

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly‐owned subsidiaries as at March 31, 2021; Sandspring Resources (USA) Ltd. (“Gold X USA”), Goldheart Investment Holdings Ltd. (“GoldHeart”), and ETK Inc. (“ETK”). Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. All inter‐company transactions and balances are eliminated in full.

On August 28, 2020, the Company sold its interest in Industrias Argentum S.A.S. (“Argentum”) and Arcadian Minerals Corporation (“Arcadian”) for $1,000,000 (Note 8). The Company ceased control of these entities as at the date of sale.

On December 2, 2020, the Company amalgamated with GA Mine Corp. (“GA Mines”). GA Mines was a wholly‐ owned subsidiary of the Company prior to the amalgamation.

Change in Accounting Policies

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the International Accounting Standards Board (IASB) or International Financial Reporting Interpretations Committee (IFRIC). There are no new standards which the Company reasonably expects are applicable to the Company and will materially impact the Company.

4. Restricted Cash

Restricted cash consists of $174,320 (December 31, 2020: $176,497) held as security for performance bonds in favor of the Guyana Geology and Mines Commission ($162,266) and the Guyana Customs and Trade Administration ($12,054).

5. Capital Management

The Company manages its capital to ensure that funds are available or are scheduled to be raised to provide adequate funds to carry out the Company’s defined exploration programs and to meet its ongoing administrative costs. The Company considers its capital to be total shareholders’ equity (managed capital) which, at March 31, 2021, totaled $43,966,400 (December 31, 2020: $46,358,157). The Company is not subject to any externally imposed capital requirements.

This capital management is achieved by the Board of Directors’ review and acceptance of exploration budgets that are achievable using existing capital resources and the timely matching and release of the next stage of expenditures with the resources made available from private placements or other fundraising.

The Company’s capital management objectives, policies and processes remained unchanged during the three months ended March 31, 2021.

9

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

6. Financial Instruments

The Company’s activities potentially expose it to a variety of financial risks including credit risk, liquidity risk, and currency risk.

Credit Risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligation. Financial instruments that potentially subject the Company to credit risk consist of cash and restricted cash. The maximum credit risk represented by the Company’s financial assets is represented by their carrying amounts. The Company holds its cash and restricted cash with reputable financial institutions, from which management believes the risk of loss to be minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered whether as a result of a downturn in stock market conditions generally or as a result of conditions specific to the Company. The Company generates cash primarily through its financing activities. At March 31, 2021, the Company had cash of $8,700,703 (December 31, 2020: $10,374,816) to settle current liabilities of $1,337,401 (December 31, 2020: $803,695). The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity (Note 1).

Currency Risk

The Company’s functional currency is the Canadian dollar and major purchases including acquisitions and financings are generally transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in Guyana on a cash call basis using U.S. dollar currency and maintains U.S. dollar and Guyanese dollar bank accounts. The Company is subject to gains and losses from fluctuations in the U.S. dollar and Guyanese dollar against the Canadian dollar.

The following table summarizes, in Canadian dollar equivalents, the Company’s major foreign currency exposures to the U.S. dollar as at March 31, 2021. The Company manages its U.S. dollar currency risk by maintaining resources in its U.S. dollar bank accounts sufficient to meet its U.S. dollar operational requirements. The Company’s exposure to the currency risk of Guyanese dollars is not material.

		March 31,2021
Assets	$	683,517
Liabilities		(489,407)
	$	194,110

10

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

6. Financial Instruments (Continued)

Currency Risk (Continued)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at March 31, 2021 with all other variables held constant.

	Sensitivity Analysis,	Increase (Decrease) in
	Change in USD	Net Income
Decrease in Net Income	‐1%	$ (1,941)
Increase in Net Income	1%	$1,941

7. Property and Equipment

									Furniture and	Furniture and
		Camp		Heavy		Other				Office		Right of Use
		Equipment		Equipment		Equipment		Vehicles		Equipment		Asset		Total
Cost
As at December 31, 2019 and
March 31, 2020	$	103,043	$	2,941,572	$	352,899	$	247,460	$	256,276	$	166,283	$	4,067,533
Additions		‐		‐		2,426		32,149		‐		50,693		85,268
Disposals		‐		‐		‐		‐		‐		(84,169)		(84,169)
As at December 31, 2020		103,043		2,941,572		355,325		279,609		256,276		132,807		4,068,632
Additions		‐		‐		2,096		13,132		‐		‐		15,228
As at March 31, 2021	$	103,043	$	2,941,572	$	357,421	$	292,741	$	256,276	$	132,807	$	4,083,860
Accumulated Depreciation
As at December 31, 2019	$	89,771	$	2,923,642	$	328,146	$	221,986	$	252,533	$	86,303	$	3,902,381
Charge for theperiod		1,401		1,798		2,211		4,400		573		21,480		31,863
As at March 31, 2020		91,172		2,925,440		330,357		226,386		253,106		107,783		3,934,244
Disposals		‐		‐		‐		‐		‐		(42,040)		(42,040)
Charge for the period		5,024		3,212		8,007		13,597		1,082		47,379		78,301
Foreign exchange		‐		12,920		‐		‐		1,549		‐		14,469
As at December 31, 2020		96,196		2,941,572		338,364		239,983		255,737		113,122		3,984,974
Charge for theperiod		1,067		‐		2,177		9,513		200		10,868		23,825
As at March 31, 2021	$	97,263	$	2,941,572	$	340,541	$	249,496	$	255,937	$	123,990	$	4,008,799
Net Book Value
As at December 31, 2020	$	6,847	$	‐	$	16,961	$	39,626	$	539	$	19,685	$	83,658
As at March 31, 2021	$	5,780	$	‐	$	16,880	$	43,245	$	339	$	8,817	$	75,061

11

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

8. Mineral Properties Under Exploration

Colombia

In August 2020, the Company sold its 100% interest in Arcadian and Argentum for proceeds of $1,000,000.

Guyana

The Company has held mineral exploration concessions in the Upper Puruni River Area of northwestern Guyana, South America, referred to as the “Toroparu Property”. The Toroparu Property consists of certain small scale claims, medium scale prospecting permits (“PPMSs”), medium scale mining permits (“MPs”) and prospecting licenses (“PLs”). The Toroparu Property is held and operated through ETK, the Company’s wholly‐owned subsidiary.

In November 2011, the Company executed a mineral agreement with the Government of Guyana that stipulates a royalty of 8% on gold (1.5% on copper) produced from its mineral claims payable in cash or in kind to the Government of Guyana.

Upper Puruni Agreement

The Upper Puruni Agreement stipulates that ETK is the sole operator and has sole decision‐making discretion in all matters related to the conduct of prospecting, exploration, development activities, and mining activities for the recovery of gold or other metals, minerals or gemstones from the lands. The original Upper Puruni Agreement provided that ETK would commence commercial production, defined as production of 50,000 ounces of gold per year, beginning on January 1, 2013, or in lieu thereof, pay Mr. Alphonso an annual sum of the Guyana dollar equivalent of US$250,000 until commercial production has commenced. The Company has made all annual payments from January 2013 through December 31, 2019.

In November 2013, the Company agreed to an amendment of the Upper Puruni Agreement. The agreement previously stated that in the event ETK had not achieved commercial production by January 1, 2017, Mr. Alphonso had the right to declare a default under the terms of the agreement. The agreement was amended to extend the deadline for achieving commercial production by three years, to January 1, 2020. As consideration for the extension, ETK paid Mr. Alphonso the Guyana Dollar equivalent of the sum of US$1,000,000 ($1,363,700) in December 2018.

The Upper Puruni Agreement also gave ETK the option of purchasing all of Mr. Alphonso’s interest in the Toroparu Property, except his right to continue to conduct alluvial mining on the property, for US$20 million (the ‘Purchase Option’). In November 2019, the Company exercised its right to purchase Mr. Alphonso’s interest in the Upper Puruni Agreement, paid the US$20 million ($27,636,600) in March 2020; and paid the balance of US$238,095 ($337,783) in December 2020 as a result of foreign exchange settlement of the payment.

12

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

8. Mineral Properties Under Exploration (Continued)

Guyana (Continued)

As at March 31, 2021, the carrying amount of the Company’s interest in mineral properties is as follows:

		March 31, 2021	December 31, 2020
Toroparu – Guyana	$	53,035,454	$ 53,035,454
Balance	$	53,035,454	$ 53,035,454

The carrying value of mineral properties under exploration represents the cost of acquired properties. All costs related to exploration activities are expensed as incurred. Mineral properties under exploration are not depreciated and will be reclassified once technical feasibility and commercial viability can be demonstrated.

The following table sets forth a breakdown of material components of the Company’s exploration expenditures for the three months ended March 31, 2021 and 2020.

for the three months ended March 31, 2021 and 2020.
	March 31,2021 March 31,2020 Three Months Ended
Chicharron Project exploration costs Camp expenses Consulting Office and administrative costs Salaries and benefits	‐ $ 14,341 $ ‐ 24,374 ‐ 2,783 ‐ 40,708
Total Chicharron Project exploration costs	‐ $ 82,206 $
Toroparu Project exploration costs Camp expenses Consulting Drilling Engineering Lab fees Office and administrative costs Salaries and benefits Travel and accommodation	444,036 $ 195,050 $ 448,278 42,941 859,804 ‐ 154,914 287,958 436,100 (21) 79,501 21,679 96,534 85,763 146,241 37,354
Production commitment fees	‐ (1,823)
Prospectinglicenses	149,840 34,270
Total Toroparu Project exploration costs	2,815,248 $ 703,171 $
Total exploration costs	2,815,248 $ 785,377 $

13

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

8. Mineral Properties Under Exploration (Continued)

B.M. Mining Agreement

In October 2017, the Company, through its wholly owned subsidiary ETK, executed a final joint venture agreement (the “B.M. Mining Agreement”) with B.M. Mining Company (“B.M. Mining”) whereby ETK has the right to explore certain property adjacent to current holdings. As consideration for this right to explore, the Company must make annual payments of US$70,000 in 2018 increasing to US$100,000 in 2020. In November 2019, ETK and B.M. Mining agreed to reduce the 2019 payment of US$90,000 to US$35,000 which was paid in December 2019.

During the year ended December 31, 2020, the Company elected not to continue with the B.M. Mining Agreement.

9. Deposit on Gold Purchase Agreement and Deferred Revenue

In 2013, the Company announced that it had entered into a Purchase Agreement with Wheaton under which Wheaton would pay the Company upfront cash payments totaling US$148.5 million for 10% of the payable gold production from the Company’s Toroparu Project. In addition, Wheaton will make ongoing payments to the Company of the lesser of the market price and US$400 per payable ounce of gold delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting after the third year of production.

The Company received an initial advance of US$13.5 million of the cash payment in December 2013 to be used primarily for advancement of the final feasibility study for the Toroparu Project. The advance has been recorded as deferred revenue.

In April 2015, the Company amended the Purchase Agreement to include a silver stream under which Wheaton will pay Gold X incremental up‐front cash payments totaling US$5.0 million for 50% of the payable silver production from the Toroparu Project, bringing the total contemplated payment from Wheaton to US$153.5 million. In addition, Wheaton will make ongoing payments to the Company of the lesser of the market price and US$3.90 per payable ounce of silver delivered to Wheaton over the life of the Toroparu Project, subject to a 1% annual increase starting on the fourth anniversary of production. The Company received US$2.0 million of the incremental US$5.0 million cash payment in four equal installments over the course of 2015, with the remainder of payments to be received in installments during construction of the Toroparu Project.

Receipt of the remaining US$138 million is subject to Wheaton’s election to proceed and is expected to be received in installments during construction of the Toroparu Project once all necessary mining licenses have been obtained and conditions pertaining to final feasibility, the availability of project capital finance, the granting of security to Wheaton and other customary conditions are satisfied. If the feasibility study has not been delivered by December 31, 2021, or Wheaton elects not to proceed after receiving the feasibility study, Wheaton may elect (a) not to pay the balance of the deposit and to reduce the gold stream percentage from 10% to 0.909% and the silver stream percentage from 50% to nil, or (b) not to proceed with the streaming transaction and to convert the portion of the deposit already paid less US$2 million into debt of the Company that will become due and payable in whole or in part upon the occurrence of certain events including, but not limited to, a “change of control” of the Company or the Company obtaining certain levels of debt or equity

14

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

9. Deposit on Gold Purchase Agreement and Deferred Revenue (Continued)

financing. If Wheaton elects to reduce the streams, the Company may return the amount of the deposit already advanced less US$2 million to Wheaton and terminate the agreement. In the event the Company does not deliver sufficient gold and silver to repay the total balance of the deposit, the Company will be required to pay any remaining balance in cash.

10. Convertible Debenture Financing

In December 2019, the Company issued US$20,000,000 ($26,314,000) in 10% secured convertible debentures with a maturity of December 23, 2022 (the “Debentures”). Each Debenture was convertible, in whole or in part, at the option of the holder into the number of common shares of the Company where the amount to be 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 (the "Conversion Price"), which is subject to customary adjustments. The interest on the Debentures was compounded semi‐annually and payable annually. Interest was payable in shares at the option of the holder, where the interest payable is 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 the current market price of the Company’s common shares. If the holder does not elect to receive interest in shares, then the Company had the right to settle the interest payment in cash or defer the payment, with interest to maturity. The Company had the option to prepay the debt at any time, however, the Debenture holders will have an option on notice of prepayment to elect to convert to shares prior to prepayment. The convertible debentures were secured by the Company interest in the Toroparu Project. The proceeds of the financing have been used by the Company solely for exercising the Purchase Option, through the Company's wholly owned subsidiary, ETK Inc. to acquire 100% of the interest in and to the Company's Toroparu Project in Guyana, South America, held by Mr. Alfro Alphonso pursuant to a joint venture agreement between Mr. Alphonso and ETK (Note 8). Assets that were pledged as security for the convertible debentures were all present and future assets, property and undertakings of the Company, including, without limitation, the Toroparu Project and the assets acquired by the Company in connection with the Purchase Option but excluding the Chicharron Project, and any and all proceeds of the foregoing.

In March 2020, the Company closed the transaction to purchase the 100% interest in the Toroparu Project and the cash held in escrow was paid to Mr. Alphonso.

Wheaton subscribed for Debentures in the principal amount of US$10,000,000 and Gran Colombia subscribed for Debentures in the principal amount of US$5,000,000. The remaining Debentures in the aggregate principal amount of US$5,000,000 ($6,529,500) were subscribed to by other investors.

In July 2020, the Company retired its US$20,000,000 convertible debenture through issuing 8,479,368 common shares to satisfy the conversion of the US$20,000,000 principal amount. The Company settled accrued interest of $1,478,384 at the conversion date by issuing 455,253 common shares.

The convertible debentures were a financial liability and were designated as FVTPL. As such, the convertible debentures were recorded at fair value at inception, being equal to the principal received and were subsequently remeasured with the change in fair value being recognized in the statement of operations and comprehensive loss. The fair value of the convertible debentures at inception of US$20,000,000 was determined

15

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

10. Convertible Debenture Financing (Continued)

using the Cox Ross Rubenstein binomial tree model and level 2 fair value inputs that capture all the features of the convertible debentures including the early redemption option, share price volatility of 43.11%, Canadian dollar risk free rate of 2.03%, US dollar risk free rate of 1.67%, dividend yield of 0% and credit spread of 7.5%. The loss on the settlement of convertible debentures of $5,143,381 recognized in the statement of operations and comprehensive loss during the year ended December 31, 2020 is based on the fair value of shares issued to settle the financial liability.

During the three months ended March 31, 2020, the Company recorded $670,708 of interest expense which has been included in the consolidated statement of operations and comprehensive loss.

		CDN$		USD$
Balance, December 31, 2019	$	26,025,817	$	20,038,356
Interest expense		670,708		498,630
Fair value adjustment		(1,897,350)		(1,410,774)
Foreign exchange		2,335,182		‐
Balance, March 31, 2020		27,134,357		19,126,212
Interest expense		807,676		592,476
Foreign exchange		(1,087,329)		‐
Shares issued for settlement of debt		(33,895,435)		(24,893,827)
Loss on settlement of convertible debenture		7,040,731		5,175,139
Balance,December 31,2020 and March 31,2021	$	‐	$	‐

11. Share Capital

The Company is authorized to issue an unlimited amount of common shares. The common shares do not have a par value.

As at March 31, 2021, the Company had a total of 53,862,288 common shares issued and outstanding.

In April 2020, the Company completed a private placement for gross proceeds of $2,499,999 through the issuance of 2,631,578 units where each unit consisted of one common share and one share purchase warrant entitling the holder to acquire one additional common share at a price of $1.30 until April 9, 2023. The warrants issued in connection with the financing were allocated a value of $886,693 on a relative fair value basis. The fair value of the warrants was determined using the Black Scholes valuation model with the following assumptions: i) expected share price volatility of 75%; ii) risk free interest rate of 0.41%; iii) dividend yield of $nil; and iv) expected life of 3 years.

Cash transaction costs of $9,941 were incurred as share issue costs related to the April 2020 private placement of which $6,415 and $3,526 were deducted from share capital and reserves respectively, based on the pro rata allocation of the fair value on issuance of the units to share capital and reserves.

16

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

11. Share Capital (Continued)

In July 2020, the Company issued 8,934,621 common shares with a value of $33,895,435 for the early conversion of its US$20 million convertible debenture (Note 10).

12. Warrants

During the three months ended March 31, 2021, 573,586 warrants were exercised for proceeds of $1,466,608.

As at March 31, 2021, the Company had a total of 16,861,965 warrants outstanding.

The following table shows the continuity of warrants during the period:

	Warrants		Weighted average
	outstanding		exerciseprice
Balance at December 31, 2019	20,122,890	$	2.81
Warrants exercised	(2,000)		1.32
Balance at March 31, 2020	20,120,890		2.81
Warrants issued on private placement	2,631,578		1.30
Warrants exercised	(5,316,917)		1.93
Balance at December 31, 2020	17,435,551		2.85
Warrants exercised	(573,586)		2.56
Balance at March 31, 2021	16,861,965	$	2.86

The following warrants are outstanding as at March 31, 2021:

Expiry Date	Exercise Price	Exercise Price	Number of Warrants
May 6, 2021	$	3.36	2,255,125
October 12, 2022	$	4.00	2,046,500
January 23, 2023	$	4.00	154,590
July 20, 2023	$	3.20	5,008,750
June 12, 2024	$	1.32	3,259,500
August 27,2024	$	2.80	4,137,500
			16,861,965

Subsequent to March 31, 2021, 2,337,264 warrants were exercised for proceeds of $7,641,167 and 429,986 warrants with an exercise price of $3.36 per warrant expired unexercised.

17

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

13. Stock Options

During the three months ended March 31, 2021, 256,250 stock options were exercised for proceeds of $549,500.

As at March 31, 2021, the Company had a total of 6,283,900 stock options outstanding.

During the three months ended March 31, 2021, $788,169 of share based compensation was recognized in connection with the vesting of options that were granted in the year ended December 31, 2020.

During the three months ended March 31, 2020, the Company purchased 509,375 stock options with an exercise price of $4.24 from option holders at a price of $0.05 per option, for total consideration of $22,813, which was recorded as a reduction to equity reserve in the three months ended March 31, 2020.

The following table shows the continuity of stock options during the period:

	Options	Weighted average exercise	Weighted average exercise
	outstanding		price
Balance, December 31, 2019	3,382,500	$	2.43
Options surrendered	(509,375)		4.24
Balance, March 31, 2020	2,873,125		2.11
Options surrendered	(4,375)		4.24
Options exercised	(748,125)		1.85
Optionsgranted	4,460,150		2.35
Balance, December 31, 2020	6,580,775		2.11
Options expired	(40,625)		2.71
Options exercised	(256,250)		2.14
Balance, March 31, 2021	6,283,900	$	2.27

18

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

13. Stock Options (Continued)

The following are the stock options outstanding as at March 31, 2021:

			Weighted average
Exercise Price		Outstanding and exercisable	remaining years
$	1.20	21,875	3.96
$	1.30	1,028,125	4.35
$	1.44	36,250	1.57
$	1.60	271,875	4.61
$	1.66	80,150	8.29
$	1.92	328,750	7.39
$	2.16	961,875	8.59
$	2.21	30,000	4.16
$	2.50	2,000,000	4.23
$	2.83	1,400,000	4.23
$	4.24	125,000	5.98
		6,283,900	5.17

Subsequent to March 31, 2021, 1,410,263 stock options were exercised for proceeds of $2,895,381.

14. Related Party Transactions

As at March 31, 2021, Gran Colombia owned 17.77% on an undiluted basis of the Company, which excludes the impact of warrants. In March 2021, the Company entered into an acquisition arrangement agreement with Gran Colombia (See Note 16).

The Company’s transactions below include related party transactions not disclosed elsewhere in these financial statements and are in the normal course of business and all amounts due to related parties are non‐interest bearing and payable on demand.

• a) Included in accounts payable and accrued liabilities is $1,491 (December 31, 2020: $2,028) due to officers and directors of the Company.

• b) Remuneration of directors and key management of the Company was as follows:

	For the three months ended
	March 31,2021 March 31,2020
Directors fees, consulting fees, salaries and benefits	748,373 $ 164,157 $
Stock‐based compensation	720,348 ‐
	1,468,721 $ 164,157 $

19

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

14. Related Party Transactions (Continued)

• c) Incurred exploration expenses during the three months ended March 31, 2021 of $137,268 (2020: $nil) to a company of which the Chairman of the Company is the Founder, Chairman and CEO. As at March 31, 2021, $115,113 is due to this company and included in amounts payable and accrued liabilities (December 31, 2020: $nil).

15. Segmented Information

As at March 31, 2021, the Company primarily operates in one reportable operating segment, being the exploration of its gold projects in Guyana. Segmented information on a geographic basis is as follows:

	United States	Guyana	Total
Property and equipment	$ ‐	$ 75,061	$ 75,061
Mineralproperties	‐	53,035,454	53,035,454
March 31,2021	$‐	$53,110,515	$53,110,515
	United States	Guyana	Total
Property and equipment	$ 6,393	$ 77,265	$ 83,658
Mineralproperties	‐	53,035,454	53,035,454
December 31,2020	$6,393	$53,112,719	$53,119,112

16. Gran Colombia Acquisition Arrangement

The Company and Gran Colombia entered into a definitive acquisition arrangement agreement dated March 14, 2021 (the “Agreement”) pursuant to which Gran Colombia will acquire all of the issued and outstanding common shares of the Company (the “Gold X Shares”) not already owned by Gran Colombia by way of a statutory plan of arrangement (the “Acquisition Arrangement”) under the Business Corporations Act (British Columbia).

Under the terms of the Agreement, all of the issued and outstanding Gold X Shares will be acquired by Gran Colombia in exchange for Gran Colombia common shares (the “Gran Colombia Shares”) on the basis of 0.6948 of a Gran Colombia Share for each Gold X Share (the “Exchange Ratio”). The Exchange Ratio 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 (the “Value Date”) for total consideration of approximately $315 million on a 100% and fully diluted in‐the‐money basis. The Exchange Ratio represents a premium of 39% based on the closing price of the Gold X Shares on the TSX Venture Exchange (the “TSXV”) on the Value Date and a 44% premium based on the 20‐day volume weighted average price of the Gold X Shares ending on the Value Date.

Completion of the Acquisition Arrangement is subject to shareholder approval, receipt of court and stock exchange approvals, the approval of a simple majority of the shareholders of Gran Colombia to the issuance of the Gran Colombia Shares and other customary closing conditions for transactions of this nature.

20

GOLD X MINING CORP.

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 and 2020 (Unaudited) (Expressed in Canadian Dollars)

16. Gran Colombia Acquisition Arrangement (Continued)

The Agreement provides for, among other things, non‐solicitation covenants, with “fiduciary out” provisions that allow the Company to consider and accept a superior proposal, subject to a “right to match period” in favour of Gran Colombia. The Agreement also provides for a termination fee of $5.5 million to be paid by the Company to Gran Colombia if the Agreement is terminated in certain specified circumstances and a reverse termination fee of $5.5 million to be paid by Gran Colombia to the Company if the Agreement is terminated in certain specified circumstances. Gran Colombia and the Company have also agreed to a reciprocal expense reimbursement of $1 million payable if the Agreement is terminated in certain circumstances.

The companies are working towards closing the transaction in early June 2021.

21