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G2 Goldfields Inc. (" G2 " or the " Company ") (TSX:GTWO; OTCQX:GUYGF) is pleased to provide an update with respect to the proposed spin-out (the " Spin-Out ") of G3 Goldfields Inc. (" G3 "). Following the Company's review of the G2 property portfolio, the Company intends to spin-out its non-core properties (the " Non-Core Assets ") and an amount of cash to be determined to G3 by way of a plan of arrangement (the " Arrangement ") under the Canada Business Corporations Act and subject to the terms and conditions of an arrangement agreement (the " Arrangement Agreement ") to be entered into by the Company and G3.
The Non-Core Assets to be transferred to G3 pursuant to the Arrangement will include:
- the Tiger Creek Property, Puruni District, Guyana (3,685 acres);
- the Peters Mine Property, Puruni District, Guyana (8,316 acres);
- the Aremu Mine Property, Cuyuni District, Guyana (8,811 acres);
- the Aremu Partnership (including the historic Wariri Mine), Cuyuni District, Guyana (32,340 acres);
- ‘Property A', Region 7, Guyana (5,457 acres); and
- ‘Property B', Region 7, Guyana (20,739 acres).
G2 believes that its current share price does not fully recognize the value of the Non-Core Assets, and that by completing the Spin-Out, shareholders will benefit from unlocking the value of the Non-Core Assets. Additionally, the Spin-Out will allow the Company to concentrate its efforts on its OKO project in Guyana, while G3 focuses on the advancement of the Non-Core Assets.
It is intended that, pursuant to the terms and subject to the conditions of the Arrangement Agreement, each G2 shareholder will receive one share of G3 for every two shares of G2 held as of the effective date of the Arrangement. Only G2 shareholders as of the close of business on the effective date of the Arrangement will be entitled to shares of G3 upon closing of the Arrangement.
Because the Non-Core Assets have changed from what was contemplated when a spin-out of G2's assets was approved by G2 shareholders in January 2025, the Company intends to seek shareholder approval of the proposed Spin-Out at an annual general and special meeting of shareholders of G2 (the " Meeting ") to be held on or about November 27, 2025. At the Meeting, shareholders will be asked to approve, among other things, a special resolution approving the Spin-Out, in addition to annual general matters.
The Spin-Out will be subject to G2 entering into the Arrangement Agreement and the Arrangement being approved by G2 shareholders at the Meeting. Completion of the Arrangement will also be conditional on the receipt of regulatory and court approval, including, without limitation, the approval of the Toronto Stock Exchange. It is intended that the G3 shares will be listed on the Canadian Securities Exchange (" CSE ") and such listing will be subject to G3 fulfilling all of the requirements of the CSE.
Additional details relating to the Spin-Out will be provided when G2 enters into the Arrangement Agreement. They will also be included in the management information circular in respect of the Meeting to be filed and mailed to shareholders at the beginning of November 2025. Copies of the management information circular and related meeting materials will also be filed with the applicable Canadian securities regulators and will be available on SEDAR+ ( www.sedarplus.ca ).
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 Spin-Out, including its expected structure, entering into the Arrangement Agreement, the required approvals, listing of the G3 shares, and benefits, as well as the date of the Meeting, and the filing and mailing of the management information circular in respect of the Meeting. 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.
