Shareholder FAQs

Why did ASX delist the Company?

ASX’s policy is to remove an entity from the official list of the ASX whose securities have been suspended from quotation for a continuous period of 2 years.

Despite the best efforts of the Company's Board and management, including bringing all outstanding periodic reports into compliance, certain legacy issues associated with the Co-O Project that pre-dated the current Board and management have resulted in continuing qualifications to the auditor's opinion in the Company's financial statements (including most recently the Company's the Half Year Report lodged on 26 February 2025). As a consequence, ASX had determined that the Company is not eligible for reinstatement.

Therefore, in accordance with ASX's stated policy in Guidance Note 33, as X64 was not reinstated to quotation on or by 28 February 2025, the Company was removed from the Official List on the first trading day after the expiration of the 2 year period mentioned above, being Monday, 3 March 2025.

What is the Board’s position on seeking reinstatement to trading on ASX?

The Board is committed to rectifying the historical issues that have led to the audit qualifications and seek readmission to the ASX. The Company will continue to update progress in regard to a potential re-admission.

The Company will also investigate other alternative securities exchanges should a readmission to the ASX not be feasible at this stage.

What happens to X64?

X64 is now an unlisted disclosing entity, and continues to be required to fulfil all of the obligations of Australia’s Corporations Act, including continuous disclosure obligations.

In future all X64 announcements will be made on this website.

What happens to my shares?

The removal of X64 from the Official List of the ASX does not result in the disposal or sale of your shares. All existing shareholders remain shareholders in X64.

Will I receive some form of new holding statement?

Your CHESS sponsored shareholding has now been commuted by ASX as a result of them ceasing the relevant CHESS sub-register as of the close of business on 5th March 2025.

The Company’s Share Registry (Computershare) is currently in the process of converting the X64 registry into system suitable for an unlisted company.

Within two weeks, all holdings will be converted from electronic to certificated, and a physical copy of each share certificate will be sent to the registered holder at the address held by the registry. All registered holders will then have a new holding identification number which will be related to the share certificate. Accordingly, any existing HIN’s / SRN’s will no longer be valid for X64shareholdings.

Some overseas shareholders may hold their shares via a custodian or nominee (who is recognised as the registered shareholder). In this instance, the registered custodial or nominee shareholder will be issued with a share certificate. They will likely notify underlying beneficial holders, or modify the status of the underlying holdings in their systems to reflect the unlisted status of the shares.

If you are likely to be affected in this manner, you should contact your custodial or nominee holder should you have any further queries. In some circumstances, holdings registered to full service brokers may be similarly treated.

If you are eligible as the registered shareholder to receive a share certificate, but it does not arrive in due course (e.g. because the address is out of date, etc) then you will be able to notify the registry of a “lost certificate” and seek to reinstate the holding under a new certificate. Refer printable forms, per the image at Appendix B.

How will X64 continue to fund the business?

By virtue of the legal arrangements negotiated between the Company and Philsaga Mining Corporation (“PMC”), the Company’s financial future is now underpinned by the following:

reestablishment of strong relationships with its commercial partners in the Philippines;
healthy financial position:
- net assets of approximately US$154 million;
- cash reserves of approximately US$10 million following the repayments being received from PMC in January and February 2025;
- a confirmed loan repayment schedule which is expected to see US$140M cash being paid by PMC to Mindanao Mineral Processing and Refining Corporation (“MMPRC”), an 80% held subsidiary of the Company;
- tolling fees which provide for the ongoing profitability of the Co-O Mill; and
- security of a long-term land lease over the area of the Co-O Mill providing security of access.

How do I keep up to date with X64’s progress?

Updates will be reported to shareholders as appropriate and will be announced to shareholders via this website (https://www.x64.gold).

The Company will email announcements to all shareholders who have previously provided their email addresses to the registry. It is recommended that all other shareholders request email alerts via the “Subscribe to Email Alerts” form below.

X64 is required to hold Annual General Meetings, issue annual and half-year reports and provide regular updated to shareholders.

Can I sell or transfer my shares if I want to?

Once in possession of a share certificate, registered shareholders can facilitate an off-market transfer or sale of shares at any time, should they identify a party willing to purchase their shares.

Shareholders will need to complete an off-market transfer via the Company’s registry (refer Transferring Securities in the menu shown in the image at Appendix B) or if you hold via a custodial or nominee holding, please refer to the custodian or nominee holder.

For further information shareholders can visit https://computershare.com/au and navigate to the Investor Centre for shareholders. There you can log in or register as a user (refer image at Appendix A). You will first need your new certificate to be issued so that you have the updated holding number to reference.

As per the image at Appendix B, you will also be able to find printable forms here:
https://www-au.computershare.com/Investor/#help/PrintableForms

Please note, Computershare can only facilitate an off-market transfer should you identify a party willing to purchase your shares. Computershare cannot assist you with the sale of shares at any time. You will need to send your original certificate with the paperwork to effect the transfer.

We recommend that shareholders seek their own independent financial advice.

What if I receive an unsolicited offer to purchase my shares?

Under the Corporations Act, a company is obliged to provide its share register within 7 days of a valid request provided the information is not used for an improper purpose. A request to obtain a company’s share register for the purpose of making an unsolicited offer to purchase securities in that company off- market is an improper purpose. The Company has not, and will not, provide the Company’s share register to any persons for the purpose of that person making unsolicited offers to purchase securities in the Company off-market.

Shareholders who receive unsolicited offers to purchase their shares should consider the information extremely carefully.

Under the Corporations Act, an unsolicited offer must be sent to sent to the offeree personally (i.e. not a broadcast email to undisclosed recipients) and must include:

the identity of the offeror;
the purchase price;
a fair estimate of the value of X64 securities; and
the period during which the offer remains open.

Where any shareholder receives an unsolicited offer, the Company recommends that you:

Consult ASIC Information Sheet 191 regarding “Unsolicited (or unexpected) offers to buy your shares”.
Carefully consider the offeror’s purported fair estimate for X64 shares and whether that value aligns with your view.
Seek independent financial advice.

For offshore shareholders holding via an intermediary / custodian arrangement (eg. UK)

The ISIN of a stock is different to the SRN of a shareholding. You cannot log into Computershare using an ISIN.
All existing HINs and SRNs are no longer valid following the conversion of the X64 register to an unlisted company format.
Offshore holdings that are held via a custodian arrangement, will not be able to directly register on Computershare’s portal. Only the custodian will be able to do so, once issued with a share certificate. This does not mean your shareholding has been deleted or cancelled. It remains held indirectly, via the custodian arrangement.
There is no immediate task any underlying beneficial holders are required to perform. Once ready, the registered custodian or nominee will be sent the share certificate. They will then update their system, and should advise all underlying holders. Accordingly, underlying holders should contact their custodian or nominee to enquire further regarding their holdings.

Shareholder FAQ's