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



G2 Goldfields Inc
Symbol GTWO
Shares Issued 256,911,935
Close 2025-10-15 C$ 4.05
Market Cap C$ 1,040,493,337
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G2 Goldfields enters deal to spin out assets to G3

2025-10-15 20:45 ET - News Release

Mr. Daniel Noone reports

G2 GOLDFIELDS PROVIDES UPDATE ON G3 SPIN-OUT

Further to the press release dated Sept. 10, 2025, G2 Goldfields Inc. has entered into an arrangement agreement with G3 Goldfields Inc., a wholly owned subsidiary of the company. Pursuant to the arrangement agreement, the company will transfer to G3 its interest in certain non-core assets and a sufficient amount of cash (such amount to be determined by G2 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 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's interest in:

  • The Tiger Creek property, Puruni district, Guyana (3,686 acres);
  • The Peters mine property, Puruni district, Guyana (8,346 acres);
  • The Aremu mine property, Cuyuni district, Guyana (9,312 acres);
  • The Aremu partnership (including the historic Wariri Mine), Cuyuni district, Guyana (39,214 acres);
  • The Ghanie medium-scale mining permit, Cuyuni district, Guyana (836 acres);
  • Property A, Region 7, Guyana (5,481 acres); and
  • Property B, Region 7, Guyana (20,739 acres).

The spinout

Pursuant to the terms of the arrangement agreement, G2 will, among other things, transfer: (i) its interests in the non-core assets to a wholly owned Guyanese subsidiary of G3; and (ii) a sufficient amount of cash to G3 (such amount to be determined by G2 at the relevant time) to satisfy G3's working capital and initial listing requirements (which the company anticipates to be approximately $15-million) in exchange for G3 shares, and G2 will distribute such G3 shares to shareholders on the basis of one G3 share for every two G2 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 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 less than two-thirds of the votes cast at the annual general and special meeting of the shareholders scheduled to be held on Nov. 27, 2025. 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 listing requirements of the CSE.

Additional details relating to the spinout and G3 will be included in the management information circular being prepared in respect of the meeting. 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 for the Oko property in Guyana (see press 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:

  • 513,500 ounces gold -- inferred -- contained within 3,473,000 tonnes of 4.60 grams per tonne gold;
  • 808,000 oz Au -- indicated -- contained within 3,147,000 tonnes of 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 of 2.64 g/t Au;
  • 663,400 oz Au -- indicated -- contained within 10,288,000 tonnes of 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 of 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 (chief executive officer of G2 Goldfields), a qualified person within the meaning of National Instrument 43-101. Mr. Noone (BSc in geology, MBA) is a fellow of the Australian Institute of Geoscientists.

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