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G2 Goldfields Inc. ("G2" or the "Company") (TSX:GTWO; OTCQX:GUYGF) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the Company's plan of arrangement (the "Arrangement") involving G2, G Mining Ventures Corp. ("GMIN"), and G3 Goldfields Inc. ("G3") whereby GMIN will, among other things, acquire all of the issued and outstanding common shares of G2 (the "G2 Shares") and G2 will complete the spin-out of G3 (the "Spin-Out"). Pursuant to the Arrangement, holders of G2 Shares will receive 0.212 of a common share of GMIN and 0.5 of a common share of G3 for each G2 Share held as of the close of business on the business day immediately prior to the Effective Date (the "Consideration").
Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close in July 2026 (such date to be announced by the Company and referred to herein as the "Effective Date"). Following closing of the Arrangement, the G2 Shares are expected to be de-listed from the Toronto Stock Exchange and will cease to be quoted on the OTCQX. G2 will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
Additional details of the Arrangement are more fully described in the management information circular of the Company dated May 12, 2026 (the "Circular"), which is available under G2's profile on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the Circular in respect of the procedure for receiving the Consideration for their G2 Shares following the Effective Date. Registered shareholders (your G2 Shares are held in physical form or you have 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 (your G2 Shares are held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving the Consideration for such G2 Shares, which are expected to be distributed to the applicable intermediaries through CDS Clearing and Depository Services Inc. within approximately three business days following the Effective Date.
G3 has applied to list the G3 shares for trading on the Canadian Securities Exchange ("CSE") following completion of the Arrangement, and listing is subject to G3 meeting the listing requirements of the CSE.
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 5 discoveries to date include:
- 1,910,300 oz. Au – Inferred contained within 17,970,000 tonnes @ 3.31 g/t Au
- 1,620,600 oz. Au – Indicated contained within 15,571,000 tonnes @ 3.24 g/t Au
The mineral resource was prepared by Micon International Limited with an effective date of November 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 (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
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 G2, G3 and GMIN and their future outlook and that of their affiliates when applicable; and to anticipated events or results, notably the completion of the Arrangement, as contemplated; and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of G2, G3, GMIN or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of G2, G3, GMIN or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, notably the Arrangement completion, as contemplated, are also forward-looking statements. Forward-looking statements contained in this press release include, without limitation, those related to the expected timing of completion of the Arrangement (including the Spin-Out), the expected delisting of G2 Shares from the Toronto Stock Exchange and the OTCQX, the application by G2 to cease to be a reporting issuer under applicable Canadian securities laws following completion of the Arrangement, and the listing of G3 shares on the CSE.
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 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. Such assumptions include, without limitation, the satisfaction or waiver of all remaining conditions to completion of the Arrangement in a timely manner, the completion of the Spin-Out on the terms and timing currently contemplated, and the delisting of the G2 Shares from the Toronto Stock Exchange. 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, the Circular, the Company's annual information form for the year ended May 31, 2025, the Company's management's discussion and analysis for the financial year ended May 31, 2025 and for the three and nine months ended February 28, 2026. G2 cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. G2 disclaims 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.
