The Conversation (0)
G2 Goldfields Inc. ("G2" or the "Company") (TSX:GTWO; OTCQX:GUYGF) is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that G2 shareholders vote "FOR" the plan of arrangement (the "Arrangement") with G Mining Ventures Corp. ("GMIN") to be approved at the upcoming special meeting of shareholders (the "Meeting") to be held on Tuesday June 16, 2026 at 10:00 a.m. (Toronto Time).
ISS commented "The merger and connected spin-out transaction makes strategic sense as shareholders will henceforth hold shares of two separate publicly listed companies. The board undertook a robust strategic review process, obtained multiple fairness opinions, and the independent special committee negotiated an implied value transfer at a level not observed by G2 shareholders since September 2011."
Board Recommendation
The board of directors of the Company (the "Board") unanimously recommends that the G2 shareholders vote FOR the Arrangement. The Board also unanimously recommends that the G2 shareholders vote FOR all resolutions pertaining to the spin-out of G3 Goldfields Inc.
YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.
G2 shareholders are encouraged to read the management information circular of the Company dated May 12, 2026 (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 10:00 a.m. (Toronto time) on Friday, June 12, 2026.
Supplemental Disclosure
The Company also wishes to provide the following additional disclosure to supplement the disclosure in the Circular. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
In accordance with the policies of the CSE and the G3 Option Plan, as amended, the G3 Option Plan must be approved by shareholders of G3 within three years after institution and within every three years thereafter.
Questions & 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:
Carson Proxy Advisors Ltd.
Toll Free: 1-800-530-5189 (toll-free in North America)
International: +1-416-751-2066 (collect outside North America)
By Email: 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 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 timing of the Meeting; and the completion of the Arrangement on the proposed terms.
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 receipt of required shareholder and regulatory approvals in connection with the Arrangement in a timely manner. 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.
