Mr. Dan Noone reports

G2 GOLDFIELDS PROVIDES UPDATE ON G3 SPIN-OUT

Further to the press release dated Nov. 29, 2024, G2 Goldfields Inc. has entered into an arrangement agreement with G3 Goldfields Inc., a wholly owned subsidiary of the company, pursuant to which the company will transfer to G3 its interest in certain non-core assets and cash in an amount to be determined by G2 Goldfields at the relevant time to satisfy G3's working capital and initial listing requirements, and spin out all of the common shares of G3 to the company's shareholders on a pro rata basis, through a plan of arrangement under the Canada Business Corporations Act.

G2 Goldfields believes that its current share price does not fully recognize the value of the non-core assets and that by completing the spinout, shareholders will benefit from unlocking the value of the non-core assets. Additionally, the spinout will allow the company to concentrate its efforts on its Oko project in Guyana, while providing G3 with sufficient working capital to advance the exploration and development of the non-core assets.

Following completion of the spinout, the non-core assets to be held by G3 will include G2 Goldfields' interest in:

• 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 Amsterdam option, Cuyuni district, Guyana (7,148 acres);
• The Aremu partnership (including the historic Wariri mine), Cuyuni district, Guyana (32,340 acres).

The spinout

Pursuant to the terms of the arrangement agreement, G2 Goldfields will, among other things, transfer its interests in the non-core assets to a wholly owned Guyanese subsidiary of G3 in exchange for G3 shares, and G2 Goldfields will distribute such G3 shares to shareholders on the basis of one G3 share for every two G2 Goldfields common shares held as of the effective date of the spinout. Only shareholders as of the close of business on the effective date of the spinout will be entitled to receive G3 shares. There will be no change in shareholders' holdings in G2 Goldfields as a result of the spinout.

The spinout will be subject to regulatory approval, including the approval of the Toronto Stock Exchange and court approval, as well as approval by not fewer than two-thirds of the votes cast at the annual general and special meeting of the shareholders scheduled to be held on Jan. 28, 2025.

It is intended that the G3 shares will be listed on a recognized Canadian stock exchange, and such listing will be subject to G3 fulfilling all of the listing requirements of such stock exchange. G3 is expected to have the same board of directors and senior management team as G2 Goldfields.

Additional details relating to the spinout and G3 will be included in the management information circular in respect of the meeting to be filed and delivered to shareholders at the beginning of January, 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+.

About G2 Goldfields Inc.

The G2 Goldfields team is composed of professionals who have been directly responsible for the discovery of millions of ounces of gold in Guyana, as well as the financing and development of the Aurora gold mine, Guyana's largest gold mine (National Instrument 43-101 Technical Report on the Aurora Gold Mine, March 31, 2020).

In April, 2024, G2 Goldfields announced an updated mineral resource estimate for the Oko property in Guyana (see press release dated April 3, 2024). Highlights of the updated MRE include the following.

Total combined open-pit and underground resource for the Oko Main zone (OMZ):

• 495,000 ounces gold -- inferred, contained within 2,413,000 tonnes of 6.38 grams per tonne gold;
• 686,000 oz Au -- indicated, contained within 2,368,000 tonnes of 9.03 g/t Au.

Total combined open-pit and underground resource for the Ghanie zone:

• 604,000 oz Au -- inferred, contained within 12,216,000 tonnes of 1.54 g/t Au;
• 236,000 oz Au -- indicated, contained within 3,344,000 tonnes of 2.20 g/t Au.

The MRE was prepared by Micon International Ltd. with an effective date of March 27, 2024. Significantly, the updated mineral resources lie within 500 metres of surface. 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.

Anglo Gold Ashanti currently holds 35,948,965 shares, representing approximately 15 per cent of the issued and outstanding shares of G2 Goldfields. G2 Goldfields currently has cash holdings exceeding $43-million and is well financed to execute on this regional exploration program.

All scientific and technical information in this news release has been reviewed and approved by Dan Noone (chief executive officer of G2 Goldfields), a qualified person within the meaning of National Instrument 43-101. Mr. Noone (BSc of geology, MBA) is a fellow of the Australian Institute of Geoscientists.

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