Kesselrun Resources Ltd. — M&A Activity 2025

Oct 16, 2025

FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Kesselrun Resources Ltd.
278 Bay St., Suite 102
Thunder Bay, Ontario P7B 1R8

1. DATE OF MATERIAL CHANGE

September 30, 2025

1. NEWS RELEASE

News release dated September 30, 2025 was disseminated via Newsfile.

1. SUMMARY OF MATERIAL CHANGE

Gold X2 Signs Definitive Agreement to Acquire Kesselrun Resources Ltd.

1. FULL DESCRIPTION OF MATERIAL CHANGE

Kesselrun Resources Ltd. (TSXV:KES; OTCQB: KSSRF) (“Kesselrun”) and Gold X2 Mining Inc. (TSXV: AUXX / OTCQB: GSHRF / FWB: 8X00) (“Gold X2”) announced that the parties have entered into a definitive agreement dated September 30, 2025 (the “Arrangement Agreement”) pursuant to which Gold X2 will acquire all of the issued and outstanding common shares of Kesselrun (the “Transaction”).

The Transaction will result in Gold X2 acquiring a 100% interest in Kesselrun’s high-grade Huronian Gold Project (“Huronian”), a past-producing mine strategically located adjacent to Gold X2’s Moss Gold Project (“Moss”) in Northern Ontario. This acquisition is consistent with Gold X2’s strategy of consolidating a central land position in the emerging Shebandowan Greenstone Belt. The Transaction enhances Gold X2’s near-mine exploration potential while meaningfully expanding the Gold X2’s land position to support the continued advancement and development of Moss.

Transaction Structure

Pursuant to the terms of the Arrangement Agreement, each Kesselrun shareholder will receive $0.02 in cash and 0.2152 of a common share of Gold X2 (“Gold X2 Shares”) in exchange for each Kesselrun share held (the “Exchange Ratio”). Following completion of the Transaction, existing Kesselrun shareholders will own approximately 4.13% of the total issued and outstanding share capital of Gold X2.

Each Kesselrun option will be replaced with replacement options of Gold X2 ("Replacement Options") under the Transaction, exercisable for Gold X2 Shares at the Exchange Ratio. All other terms and conditions of the Replacement Options, including the term of expiry, vesting, conditions to and manner of exercising, will be the same as the Kesselrun options for which they are exchanged.

The Transaction is an arm’s length transaction and is expected to be completed by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of (i) at least 66⅔% of the votes cast by Kesselrun shareholders;

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and (ii) if applicable, a majority of the votes cast by Kesselrun shareholders present in person or represented by proxy at the Kesselrun special meeting, excluding, for this purpose, votes attached to Kesselrun shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The shareholders of Gold X2 are not required to vote on the Transaction.

Pursuant to the Arrangement Agreement, Gold X2 has also agreed to pay outstanding debt of Kesselrun in the aggregate amount of $2,000,000 owed to certain creditors, on the effective date of the Transaction. Gold X2 has also agreed to provide Kesselrun with an interest-free bridge loan in the principal amount of $500,000 (the “Bridge Loan”) that will mature on the earlier of: (i) the date that is five days following the completion of the Transaction; and (ii) the date of termination of the Arrangement Agreement in accordance with its terms. If the Arrangement Agreement is terminated for certain reasons, including any of Kesselrun shareholder, TSX Venture Exchange (“TSXV”), or court approval not being obtained (an “Approval Failure Event”), then the Bridge Loan will remain outstanding as a non-interest bearing loan for 90 days following the Approval Failure Event, and thereafter bear interest at 8% per annum, and mature on the date that is 180 days following the Approval Failure Event. Kesselrun may elect to repay the Bridge Loan in either cash or shares of Kesselrun. Kesselrun will use the proceeds of the Bridge Loan solely to pay costs and expenses directly related to and in connection with the Arrangement.

In addition to Kesselrun shareholder approval and court approval, the Transaction is subject to applicable regulatory approvals including, but not limited to, TSXV approval and the satisfaction of certain other closing conditions customary in transaction of this nature. The Arrangement Agreement contains customary provisions including non-solicitation, “fiduciary out” and “right to match” provisions. The Transaction is anticipated to be completed on or about November 27, 2025.

Further information regarding the Transaction will be contained in a management information circular that Kesselrun will prepare, file and mail to its shareholders in connection with the special meeting of the Kesselrun shareholders to be held to consider the Transaction. A copy of the Arrangement Agreement will be filed on each of Gold X2’s and Kesselrun’s SEDAR+ profiles at www.sedarplus.com and a copy of the information circular will be filed on Kesselrun’s SEDAR+ profile at www.sedarplus.com.

The Gold X2 Shares and Replacement Options to be issued under the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Transaction will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Board Approvals and Voting Support

The Transaction has been approved by the board of directors of both Gold X2 and Kesselrun. The board of directors of Kesselrun received a fairness opinion with respect to the fairness of the consideration to be received by the securityholders of Kesselrun under the Transaction, from a financial point of view.

Directors and officers of Kesselrun, holding in the aggregate approximately 9.75% of the outstanding Kesselrun shares, will enter into customary voting and support agreements to, amongst other things, vote in favour of the Transaction at the special meeting of Kesselrun shareholders.

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Technical Report

The parties are in the process of preparing a technical report on the Huronian Gold Project in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Once finalized, the technical report will be filed on Gold X2’s SEDAR+ profile at www.sedarplus.com.

Advisors and Counsel

DuMoulin Black LLP is acting as legal counsel to Gold X2.

Morton Law LLP is acting as legal counsel to Kesselrun. Evans & Evans provided a fairness opinion to Kesselrun’s board that the Transaction is fair, from a financial point of view, to the securityholders of Kesselrun subject to the assumptions, limitations and qualifications set out in such fairness opinion.

1. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

1. OMITTED INFORMATION

Not applicable.

1. EXECUTIVE OFFICER

Michael Thompson, President & CEO
807-285-3323
michaelt@kesselrunresources.com

1. DATE OF REPORT

October 15, 2025