The Conversation (0)
G Mining Ventures Corp. ("GMIN") (TSX: GMIN,OTC:GMINF, OTCQX: GMINF) and G2 Goldfields Inc. ("G2") (TSX: GTWO; OTCQX: GUYGF) are pleased to announce the successful completion of the plan of arrangement (the "Arrangement") under the Canada Business Corporations Act pursuant to which GMIN has acquired all of the issued and outstanding common shares of G2 (the "G2 Shares") and G2 has completed a spin-out transaction with G3 Goldfields Inc. ("G3").
Pursuant to the Arrangement, each G2 Share was exchanged for 0.212 of a common share of GMIN and 0.50 of a common share of G3 (collectively, the "Consideration").
Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: "The acquisition of G2 further strengthens our position as we continue to build GMIN into a leading multi-asset intermediate gold producer in the Americas. By bringing together two adjacent deposits that form part of the same mineralized system under a single operation, we have created a large-scale, low-cost, fully permitted and fully financed tier-one gold mining complex in one of the world's most prospective gold districts. The combination is expected to generate substantial near- and long-term value for our shareholders through significant operational and capital synergies, including shared infrastructure, optimized mine planning, enhanced operational flexibility, and increased processing capacity."
As a result of the completion of the Arrangement, it is expected that the G2 Shares will be delisted from the Toronto Stock Exchange (the "TSX") and withdrawn from quotation on the OTCQX Best Market of the OTC Markets Group (the "OTCQX") and that G2 will cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. G3 has applied to list its common shares for trading on the Canadian Securities Exchange ("CSE"), with listing subject to G3 meeting the listing requirements of the CSE.
Further details regarding the Arrangement are included in G2's management information circular dated May 12, 2026 (the "Circular"), a copy of which is available under G2's issuer profile on SEDAR+ at www.sedarplus.ca. Former G2 shareholders are reminded to review the Circular in respect of the procedure for receiving their Consideration. Registered shareholders (whose G2 Shares were held in physical form or who had a direct registration system (DRS) advice) must complete, sign and return the letter of transmittal, along with their share certificate(s) or DRS advice(s), to TSX Trust Company, the depositary for the Arrangement. Non-registered shareholders (whose G2 Shares were held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving their Consideration, which are expected to be distributed to the applicable intermediaries through CDS Clearing and Depository Services Inc. within the next three business days.
Disclosure of Historical Estimates of G2 Mineral Resources
GMIN wishes to clarify that all references to the mineral resources of the Oko-Ghanie Project included in the joint press release issued by GMIN and G2 on April 9, 2026 initially announcing the Arrangement do not represent, from GMIN's perspective, a "current" mineral resource estimate of the Oko-Ghanie Project. Rather, such information was provided by GMIN as a "historical estimate" within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").
GMIN's qualified person has not done sufficient work to classify the historical mineral resources estimates of the Oko-Ghanie Project referenced therein as "current" mineral resources and, consequently, GMIN is not treating such historical estimates as current mineral resources. Verification of the historical mineral resources estimates of the Oko-Ghanie Project is required in order to upgrade them to current mineral resources, which will involve conducting the following work: (i) combination of all data relating to the Oko-Ghanie Project and GMIN's Oko West Project; (ii) geological modeling of the combined projects; and (iii) additional drilling.
Upon such additional work being completed, a press release will be issued to reflect the results for the combined mineral resources of the Oko-Ghanie Project and the Oko West Project, and a technical report will be issued within 45 days thereof in accordance with NI 43-101. Additional technical studies will thereafter continue to verify the optimal mine plan, sequencing and throughput for the combined projects, with an intention to release a technical report in 2027.
The historical mineral estimates of the Oko-Ghanie Project are supported by a NI 43-101 technical report titled: "NI 43-101 Technical Report for the Preliminary Economic Assessment (PEA) on the Oko Gold Project in the Co-operative Republic of Guyana, South America" with an effective date of December 8, 2025.
Qualified Persons
Julie-Anaïs Debreil, Vice President, Geology of GMIN, a qualified person as defined in NI 43-101, has reviewed this press release on behalf of GMIN and has approved the technical disclosure contained in this press release.
About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of precious metals projects. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored by the Tocantinzinho Mine in Brazil, supported by the Gurupi Project in Brazil and the Oko West Project and Oko-Ghanie Project in Guyana — all with significant exploration upside and located in mining-friendly jurisdictions. GMIN trades on the TSX under the symbol "GMIN".
Additional Information
For further information on GMIN, please visit the website at www.gmin.gold or contact:
Jean-François Lemonde
Vice President, Investor Relations
514.299.4926
Jflemonde@gmin.com
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking information and forward-looking statements may relate to GMIN, G2 and G3 and their future outlook and that of their affiliates when applicable, and to anticipated events or results, and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of GMIN, G2 or G3 or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of GMIN, G2 or G3 or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations are also forward-looking statements. Forward-looking statements contained in this press release include, without limitation, those related to the expected delisting of G2 Shares from the TSX and the OTCQX, the application by G2 to cease to be a reporting issuer under applicable Canadian securities laws, the listing of G3's shares on the CSE, the additional work to be performed by GMIN to classify the historical mineral resources estimates of the Oko-Ghanie Project as "current" mineral resources and the expected release of a technical report in connection therewith, the expected value to be generated for GMIN shareholders through the combination of the Oko-Ghanie Project and the Oko West Project and, more generally, the section entitled "About G Mining Ventures Corp.".
Forward-looking statements are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by GMIN and G2 as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in GMIN's and G2's other filings with the securities regulators of Canada including, but not limited to, (A) GMIN's (i) Annual Information Form dated March 25, 2026, for the financial year ended December 31, 2025, and (ii) Management Discussion & Analysis for the three months ended March 31, 2026; and (B) G2's (i) Circular, (ii) annual information form for the year ended May 31, 2025, (iii) management's discussion and analysis for the financial year ended May 31, 2025 and for the three and nine months ended February 28, 2026. GMIN and G2 caution that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. GMIN and G2 disclaim any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
GMIN Early Warning Disclosure
Immediately prior to the completion of the Arrangement, GMIN did not have beneficial ownership of, or control or direction over, any G2 Shares. Upon completion of the Arrangement, GMIN beneficially owns, or exercises control or direction over all of the issued and outstanding G2 Shares such that G2 has become a wholly-owned subsidiary of GMIN.
An early warning report regarding the foregoing will be filed in accordance with applicable securities laws and will be available on GMIN's SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting Jean-François Lemonde, Vice President, Investor Relations, G Mining Ventures Corp., +1-514-299 4926, Jflemonde@gmin.com,. The head office of GMIN is located at 2000 de l'Éclipse Street, Suite 500, Brossard, Québec J4Z 0S2, Canada.
