Mr. Daniel Noone reports
G2 GOLDFIELDS ANNOUNCES FILING AND MAILING OF MEETING MATERIALS IN CONNECTION WITH THE ACQUISITION BY G MINING VENTURES AND SPIN-OUT WITH G3 GOLDFIELDS
G2 Goldfields Inc. has filed the management information circular and related meeting materials for the special meeting of the holders of common shares of G2 to be held on June 16, 2026. The mailing of the meeting materials to G2 shareholders has commenced, and the meeting materials are also available on the company's website and under the company's profile on SEDAR+.
The arrangement
On April 9, 2026, G2 entered into a definitive agreement with G Mining Ventures Corp. and G3 Goldfields Inc. pursuant to which G Mining will acquire all of the common shares of G2, and G2 will complete a spinout transaction with G3 pursuant to a plan of arrangement under the Canada
Business Corporations Act. At the meeting, the G2 shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the arrangement and resolutions approving matters relating to the spinout.
If the arrangement becomes effective, G2 shareholders will be entitled to receive: (i) 0.212 of a common share of G Mining; and (ii) 0.5 of a common share of G3, resulting in approximately 19.9 per cent of the issued and outstanding G Mining shares and 100 per cent of the issued and outstanding G3 shares being owned by G2 securityholders upon completion of the arrangement.
Subject to the receipt of shareholder and court approvals, the arrangement is anticipated to be completed in early July, 2026.
Benefits to G2 shareholders:
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Immediate and significant premium of 72 per cent based on the 30-day volume-weighted average prices of the G Mining shares and G2 shares on the Toronto Stock Exchange as of April 8, 2026 (prior to any incremental value from G3);
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Creation of a Tier 1 gold district in Guyana through the combination of G2's Oko-Ghanie project with G Mining's adjacent Oko West project, with self-financed, meaningful long-term exploration upside;
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Enhanced value through more than $1-billion (Canadian) in expected synergies related to throughput, operating costs, capital costs due to shared infrastructure, mine sequencing and permitting;
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Accelerated and simplified permitting timeline expected for the Oko-Ghanie project by combining with the fully permitted Oko West project;
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Meaningful participation in an emerging intermediate gold producer with a diverse asset portfolio and strong record of value creation, including continued exposure to the high-grade Oko-Ghanie project's future operational profile and exploration upside;
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Enhanced financial strength and access to capital through G Mining's strong balance sheet, access to an undrawn $350-million (U.S.) revolving credit facility and significant operating cash flow from the Tocantinzinho mine, which are expected to self-finance development of the combined Oko project;
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Continued exposure to exploration upside through G3, which will be financed with $45-million (Canadian) in cash and a contingent value right which could potentially deliver payments of up to $200-million (U.S.), providing continued exposure to G2 management's substantial exploration pedigree and the potential for future discoveries in Guyana;
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Access to G Mining's proven management team with a strong execution record;
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Improved trading liquidity and enhanced capital market profile.
Board recommendation
The arrangement is the culmination of a comprehensive strategic process overseen by the board of directors of the company initially and subsequently by the special committee of independent directors as further described in the circular.
The board, based in part on the fairness opinion that the board received from Canaccord Genuity Corp. and the recommendation of the special committee which is based in part on the fairness opinion that the special committee received from ATB Cormark Capital Markets, unanimously determined that the arrangement is fair to the G2 shareholders and is in the best interests of G2, and unanimously
recommends
that the G2 shareholders vote
for
the arrangement resolution. The board also unanimously
recommends
that the G2 shareholders vote
for
all resolutions pertaining to the spinout. The determination of the special committee and the board is based on various factors described more fully in the circular.
Technical report
Concurrently with the filing of the meeting materials, the company also announces that it has filed an independent technical report in respect of the Puruni project, which will be transferred to G3 pursuant to the spinout. The technical report, titled "NI 43-101 Technical Report for the Puruni Project, Cuyuni-Mazaruni Region, Guyana, South America," has been prepared in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects), and is available on the company's website and under the company's profile on SEDAR+.
Your vote is important. Cast your vote well in advance of the proxy voting deadline.
G2 shareholders are encouraged to read the circular and vote your G2 shares as soon as possible in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to G2 shareholders together with the circular.
The proxy voting deadline is 10 a.m. Toronto time on Friday, June 12, 2026.
Questions and voting assistance
G2 shareholders who have any questions about the meeting or require assistance with voting may contact Carson Proxy Advisors, G2's proxy solicitation agent.
Toll-free: 1-800-530-5189 (toll-free in North America)
International: 1-416-751-2066 (collect outside of North America)
By e-mail: info@carsonproxy.com
About G2 Goldfields Inc.
G2 Goldfields finds and develops gold deposits in Guyana. The founders and principals of the company have been directly responsible for the discovery of more than 11 million ounces of gold in the prolific and underexplored Guiana Shield. G2 continues this legacy of exploration excellence and success. Total combined open-pit and underground resources across all five discoveries to date include:
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1,910,300 ounces gold -- inferred contained within 17,970,000 tonnes of 3.31 grams per tonne gold;
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1,620,600 oz Au -- indicated contained within 15,571,000 tonnes of 3.24 g/t Au.
The mineral resource was prepared by Micon International Ltd. with an effective date of Nov. 20, 2025. The Oko district has been a prolific alluvial goldfield since its initial discovery in the 1870s, and modern exploration techniques continue to reveal the considerable potential of the district.
All scientific and technical information in this news release has been reviewed and approved by Dan Noone (chief executive officer of G2 Goldfields), a qualified person within the meaning of National Instrument 43-101. Mr. Noone (BSc in geology, MBA) is a fellow of the Australian Institute of Geoscientists.
We seek Safe Harbor.
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