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G2 Goldfields Inc. (" G2 " or the " Company ") (TSX:GTWO, OTCQX:GUYGF) is pleased to announce a non-brokered private placement (the " Offering") of up to 15,000,000 common shares of the Company (the " Shares ") at a price of C$3.30 per Share for aggregate gross proceeds of up to C$49,500,000.
The net proceeds from the Offering are expected to be used for continued exploration and development of its mineral properties in Guyana and for general working capital and general corporate purpose. The Offering is fully subscribed and is expected to close in September 2025 and is conditional on the satisfaction of customary conditions, including approval of the Toronto Stock Exchange.
Daniel Noone, CEO and Director of G2, commented, "The completion of this Offering, backed by the continued support of our two largest shareholders, places the Company in a strong financial position ahead of delivering on key milestones in the fourth quarter of 2025, including the updated Mineral Resource Estimate (MRE) and Preliminary Economic Assessment (PEA). Their confidence underscores the quality of our assets and our near-term strategy, and with this strengthened balance sheet we are well positioned to advance our projects and deliver value to all shareholders."
Insiders of the Company are expected to subscribe for 325,000 Shares for aggregate gross proceeds of C$1,072,500. Accordingly, the Offering will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the fair market value of insiders' participation in the Offering does not exceed 25% of the Company's market capitalization. The Company will file a material change report in respect of the Offering, but it may be filed less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.
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 10 million ounces of gold in the prolific and underexplored Guiana Shield. G2 continues this legacy of exploration excellence and success.
In March 2025, G2 announced an Updated Mineral Resource Estimate (" MRE ") for the Oko property in Guyana [see press release dated March 10, 2025]. Highlights of the Updated MRE include:
Total combined open pit and underground Resource for the Oko Main Zone ( OMZ ):
- 513,500 oz. Au – Inferred contained within 3,473,000 tonnes @ 4.60 g/t Au
- 808,000 oz. Au – Indicated contained within 3,147,000 tonnes @ 7.98 g/t Au
Total combined open pit and underground Resource for the Ghanie Zone :
- 1,024,500 oz. Au – Inferred contained within 12,062,000 tonnes @ 2.64 g/t Au
- 663,400 oz. Au – Indicated contained within 10,288,000 tonnes @ 2.01 g/t Au
Total open pit Resource for the Oko NW Zone :
- 97,200 oz. Au – Inferred contained within 4,976,000 tonnes @ 0.61 g/t Au
The MRE was prepared by Micon International Limited with an effective date of March 1, 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 (CEO of G2 Goldfields Inc.), a "qualified person" within the meaning of National Instrument 43-101. Mr. Noone (B.Sc. Geology, MBA) is a Fellow of the Australian Institute of Geoscientists.
Additional information about the Company is available on SEDAR+ ( www.sedarplus.ca ) and the Company's website ( www.g2goldfields.com ).
On behalf of the Board of G2 Goldfields Inc.
"Daniel Noone"
CEO & Director
For Further Information
Jacqueline Wagenaar, VP Investor Relations
Direct: +1.416.628.5904 x.1150
Email: j.wagenaar@g2goldfields.com
Forward-Looking Statements
This news release contains certain forward-looking statements, including, but not limited to, statements about the Offering, including the proposed use of proceeds, expected insider and investor participation, expected timing of closing and approval of the Toronto Stock Exchange, and expectations regarding the Company's business, including timing of the updated MRE and PEA. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements, including the risk factors set out in the Company's annual information form for the year ended May 31, 2025. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
