06:46:02 EST Sun 08 Feb 2026
Enter Symbol
or Name
USA
CA



G2 Goldfields Inc
Symbol GTWO
Shares Issued 241,134,035
Close 2025-09-10 C$ 3.53
Market Cap C$ 851,203,144
Recent Sedar+ Documents

G2 Goldfields to spin out non-core assets to G3

2025-09-10 20:55 ET - News Release

Mr. Daniel Noone reports

G2 GOLDFIELDS PROVIDES UPDATE ON G3 SPIN-OUT AND SHAREHOLDER MEETING DATE

G2 Goldfields Inc. has provided an update with respect to the proposed spinout of G3 Goldfields Inc. Following the company's review of the G2 property portfolio, the company intends to spin out its non-core properties and an amount of cash to be determined to G3 by way of a plan of arrangement under the Canada Business Corporations Act, and subject to the terms and conditions of an 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);
  • 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 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 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 spinout of G2's assets was approved by G2 shareholders in January, 2025, the company intends to seek shareholder approval of the proposed spinout at an annual general and special meeting of shareholders of G2, to be held on or about Nov. 27, 2025. At the meeting, shareholders will be asked to approve, among other things, a special resolution approving the spinout, in addition to annual general matters.

The spinout 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 and such listing will be subject to G3 fulfilling all of the requirements of the CSE.

Additional details relating to the spinout 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+.

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 news release dated March 10, 2025). Highlights of the updated MRE include the following.

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

  • 513,500 ounces (oz) Au inferred contained within 3,473,000 tonnes at 4.60 g/t Au;
  • 808,000 oz Au indicated contained within 3,147,000 tonnes at 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 at 2.64 g/t Au;
  • 663,400 oz Au indicated contained within 10,288,000 tonnes at 2.01 g/t Au.

Total open-pit resource for the Oko Northwest zone:

  • 97,200 oz Au inferred contained within 4,976,000 tonnes at 0.61 g/t Au.

The MRE was prepared by Micon International Ltd., 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, who is a qualified person within the meaning of National Instrument 43-101. Mr. Noone (BSc geology, MBA) is a fellow of the Australian Institute of Geoscientists.

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