• Delivers district-scale consolidation by combining GMIN’s Oko West Project and G2’s Oko-Ghanie Project into a single, highly synergistic, Tier-1, Oko Project. 
• Combines anticipated LOM average gold production of approximately 350 koz⁽¹⁾ from GMIN’s Oko West Project and 228 koz⁽²⁾ from G2’s Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis. 
• Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting.⁽³⁾ 
• Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with the fully permitted Oko West Project. 
• Combined company to be led by GMIN’s best-in-class management team with proven capability to develop, build, finance, and operate mines at the highest standards.
• Greater access to capital through GMIN’s robust free cash flow⁽⁴⁾ from the Tocantinzinho mine in Brazil, US$288⁽⁵⁾ million cash on hand, and access to an undrawn US$350 million revolving credit facility.
• Delivers substantial upfront premium to G2 shareholders and significant NAVPS accretion to GMIN shareholders from meaningful expected synergies.
  

BROSSARD, Quebec and TORONTO, April 09, 2026 (GLOBE NEWSWIRE) -- G Mining Ventures Corp. (“GMIN”) (TSX: GMIN, OTCQX:GMINF) and G2 Goldfields Inc. (“G2”) (TSX: GTWO, OTCQX: GUYGF) are pleased to announce that they have entered into a definitive agreement (the “Agreement”) whereby GMIN will acquire all of the issued and outstanding shares of G2 pursuant to a court approved plan of arrangement (the “Transaction”).

The Transaction will consolidate two adjacent gold projects in Guyana: G2’s Oko-Ghanie Project and GMIN’s fully permitted and fully financed Oko West Project, creating a large-scale, low-cost gold mining hub in one of the most prospective emerging gold districts in the world. The Transaction combines anticipated life of mine (“LOM”) average gold production of approximately 350 koz⁽¹⁾ from GMIN’s Oko West Project and 228 koz⁽²⁾ from G2’s Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis. The combined project is expected to deliver significant near and long-term synergies across throughput, operating costs, capital costs due to shared infrastructure, mine sequencing and permitting. GMIN sees an opportunity to accelerate Oko-Ghanie’s permitting timeline by combining with the fully permitted Oko West Project and the targeted timeline for first gold production at Oko West in the second half of 2027 remains unchanged.

The GMIN team, with the support of G Mining Services Inc. (“GMS”), has an impressive track record of executing world-class projects in the Guiana Shield. This Transaction delivers on GMIN’s stated vision to build and operate a large, long-life, Tier-1 mine in Guyana with the ultimate objective of generating industry leading returns for its shareholders.

Under the terms of the Transaction, G2 shareholders will receive 0.212 GMIN common shares for each G2 common share held (the “Exchange Ratio”). G2 shareholders will also receive common shares in a newly created gold explorer (“G3 SpinCo”) that will hold interests in the Tiger Creek property, Peters Mine property and Property B (collectively, the “G3 SpinCo Properties”), being all remaining G2 properties outside of Oko-Ghanie, Amsterdam, Aremu Partnership and Aremu Mine, Property A, and the Ghanie Medium Scale Mining Permit to be acquired by GMIN under the Transaction (collectively, the “Acquired Properties”). G3 SpinCo will be funded with C$45 million of cash and, given the unexplored potential of the Acquired Properties, will also be granted a contingent value right (“CVR”) providing for payments to be made to G3 SpinCo in the maximum aggregate amount of US$200 million based upon the establishment of various increments of Measured & Indicated Mineral Resources⁽¹⁾⁽²⁾ at the Acquired Properties (additional details below).

Figure 1 - Location of the Acquired Properties and G3 SpinCo Properties

The Exchange Ratio implies an offer price of C$10.84 per G2 common share (excluding the value of G3 SpinCo) based on the closing price of GMIN’s common shares on the Toronto Stock Exchange (the “TSX”) as of April 8, 2026 and a premium of 72% based on the 30-day VWAPs of GMIN and G2’s common shares on the TSX as of the same date. The fully diluted in-the-money equity value of the Transaction (excluding the value of G3 SpinCo) is estimated to be approximately C$3.0 billion.

Upon completion of the Transaction, existing GMIN and G2 shareholders will own approximately 80.1% and 19.9% of GMIN, respectively, and G2 shareholders will also own 100% of G3 SpinCo.

Strategic Rationale & Highlights

Key strategic, financial and operational advantages of the Transaction include:

• Delivers district-scale consolidation, in one of the most prolific and prospective gold regions in the world, to create a single, highly synergistic, Tier-1, Oko Project.
  • Once in production, the combined Oko Project has the potential to rank among the highest producing gold mines globally.
  • Combined Measured & Indicated Mineral Resources⁽¹⁾⁽²⁾ of 7.0 Moz and Inferred Mineral Resources of 2.3 Moz with deposits remaining open at depth and along strike. 
  • The Transaction expands GMIN’s leading footprint in Guyana by 293 km², creating a combined contiguous land package of over 362 km², situated on a highly prospective greenstone belt and largely within a 20 km radius of the Oko West Project. 
  • Multiple highly attractive near-mine and regional-scale exploration targets across the combined property, in a geological region that has yielded multiple world-class discoveries, provide exciting potential to realize significant resource growth.
    
• Combines anticipated LOM average gold production of approximately 350 koz⁽¹⁾ from GMIN’s Oko West Project and 228 koz⁽²⁾ from G2’s Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis.
  
  
  • GMIN plans to move quickly through technical studies to verify the optimal mine plan, sequencing, and throughput for the combined Oko Project, with an intention to release a technical report in 2027, targeting expanded production by H1 2029.
  • GMIN does not expect any delays in first production in Guyana by combining the Oko West Project with the Oko-Ghanie Project. 
  • Further elevates GMIN’s industry-leading near-term growth profile with company-wide gold production expected to increase 300% to +700,000 ounces at first quartile operating costs, before factoring in Gurupi.

• Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting.⁽³⁾
  • A combined operation would forego approximately C$850 million of capital costs that would otherwise be required to construct a standalone Oko-Ghanie Project, by eliminating the need for, amongst other items, a distinct mill and tailings facility, and by sharing key infrastructure.  
  • In addition, operating cost savings of approximately C$275 million over the LOM would be realized by foregoing duplication of administrative support and by increasing operational scale to lower unit operating costs by spreading fixed costs over higher throughput with an anticipated ~25-30% expansion of the Oko West Project mill throughput which will be validated in an updated Feasibility Study.
  • The integration of the deposits enhances mine sequencing and optimization opportunities, supporting higher mill feed grades and a more balanced blend of open pit and underground mining over the life of the mine. 

• Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with the fully permitted Oko West Project. 
  • The integration of Oko-Ghanie with the fully permitted Oko West Project is expected to streamline permitting execution, deliver a reduced environmental footprint by leveraging shared infrastructure and reduce overall development risk, representing a significant unquantifiable further synergy.
  • The terms and conditions of the existing Oko West Mineral Agreement are to be extended to cover the combined project. 
  • A reduced-scope Environmental and Social Impact Assessment (“ESIA”) would be required, potentially in the form of an addendum to the existing Oko West ESIA, along with a corresponding permit amendment. 

• Combined company to be led by GMIN’s best-in-class management team with proven capability to develop, build, finance, and operate mines at the highest standards.
  • The GMIN and GMS integrated project team has an impressive track-record of executing world-class South American projects, including uniquely in the Guiana Shield region.
  • Key members of the senior leadership team have successfully delivered all projects on schedule and on budget, including the Tocantinzinho mine in Brazil, Fruta del Norte in Ecuador and Merian in Suriname.
    
    
• Greater access to capital through GMIN’s robust FCF⁽⁴⁾ from the Tocantinzinho mine in Brazil, US$288⁽⁵⁾ million cash on hand, and access to an undrawn US$350 million revolving credit facility.
  
  
  • GMIN’s balance sheet and strong free cash flow⁽⁴⁾ generation from Tocantinzinho are expected to self-fund development of the combined Oko Project.
  • Strong access to capital through existing free cash flow⁽⁴⁾ generation, banking relationships, and highly supportive shareholder base.
    

Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: “Combining GMIN’s Oko West Project and G2’s Oko-Ghanie Project delivers on our stated vision to build and operate a large, long-life, Tier-1 asset in Guyana. These assets are highly synergistic, and we are well-positioned to accelerate value creation by leveraging our unique expertise in building and operating mines on schedule and on budget in the Guiana Shield, utilizing our deep knowledge of and network in the region to advancing permitting, and deploying our capital to build the mine. Once built, this mine has the potential to rank among the highest producing gold mines globally. We look forward to continuing to advance our ”Build, Operate and Explore for more“ strategy to create and unlock further value for GMIN shareholders.”

Dan Noone, CEO and Director of G2, stated: “We are very pleased to announce this Transaction today, which we believe is a testament to the outstanding work our team has done rapidly discovering and advancing Oko-Ghanie over the last few years. We believe that this Transaction not only delivers our shareholders an attractive upfront premium, but also the ability to participate with significant ongoing ownership in the combined company, having the opportunity to participate in expected future upside as potential synergies are realized and the combined Oko Project is advanced into production. The Transaction significantly de-risks the advancement of Oko-Ghanie given the financial strength, free cash flow⁽⁴⁾, and development capabilities that GMIN brings to the table. Importantly, we believe this is a great outcome for the country of Guyana, with the combined Oko Project being taken forward by a company that will be a great steward of the asset for the benefit of the country and its communities. Following closing, the G2 team is expected to continue advancing its exploration efforts through G3, leveraging our exploration expertise and proven track record of discovery to unlock additional value in Guyana.”

Benefits to GMIN Shareholders

• Creation of a Tier-1, district-scale gold asset in Guyana that has the potential to produce over 500 koz LOM average annual gold production^{(1) (2)}.
• Unlocks value from significant expected synergies related to throughput, operating costs, capital costs due to shared infrastructure, mine sequencing, and permitting.
• Enhanced scale, resource base, and exploration upside across a highly prospective 362 km² land package in Guyana.
• Amplified near-term growth profile with gold production increasing from 160-190 koz in 2026 to +700 koz with minimal additional risks and before factoring in Gurupi
• Significantly accretive to net asset value per share (“NAVPS”) based on the meaningful expected synergies.
  

Benefits to G2 Shareholders

• Attractive premium of 72% based on GMIN’s and G2’s 30-day VWAPs on the TSX as at April 8, 2026, respectively, before accounting for value of G3 SpinCo.
• 19.9% ownership in an emerging intermediate gold producer, with a strong track-record of value creation and share price outperformance.
• Continued exposure to Oko-Ghanie’s future operational profile and exploration upside, coupled with lower execution and funding risk and participation in potential upside in the combined company including substantial synergies.
• GMIN’s balance sheet and strong free cash flow⁽⁴⁾ generation from Tocantinzinho are expected to self-fund development of the combined Oko Project.
• Significantly enhanced capital markets exposure and trading liquidity.
• Ownership of G3 SpinCo with C$45 million in funding and the CVR, providing continued exposure to G2 management’s substantial exploration pedigree and the potential for future discoveries in Guyana.

G3 SpinCo and CVR
G3 SpinCo will be funded with C$45 million of cash comprised of C$30 million from G2’s treasury and C$15 million from GMIN (the “Cash Transfer”). G2 shareholders will own 100% of G3 SpinCo which will continue to own G2’s interests in the Tiger Creek property, the Peters Mine property and Property B, providing G2 shareholders with continued exposure to highly prospective properties to be advanced by the G2 team.

As an additional source of value, given the unexplored potential of the Acquired Properties, G3 SpinCo will be granted a CVR entitling it to potential future payments subject to certain terms in the event that the Measured & Indicated Mineral Resources⁽¹⁾⁽²⁾ at the Acquired Properties exceeds 3.5 Moz. The CVR will have a ten-year term and pay US$25 million for each 0.5 Moz of Measured & Indicated Mineral Resources⁽¹⁾⁽²⁾ above 3.5 Moz, as set out in GMIN’s publicly disclosed annual statement of Mineral Resources and Mineral Reserves, up to a maximum of 7.5 Moz.

Immediately prior to completion of the Transaction, G2 will complete the Cash Transfer and transfer of G3 SpinCo Properties to G3 in exchange for G3 SpinCo shares, which will be distributed to G2 shareholders on the basis of 0.5 of a G3 SpinCo share for each G2 shares held immediately prior to the effective time of the Transaction (the “Spin-Out”). The record date and payment date in connection with the Spin-Out will be announced by G2 following receipt of shareholder and court approvals for the Transaction, which are anticipated in June 2026.

Transaction Summary
The proposed Transaction will be completed pursuant to a plan of arrangement under the Canada Business Corporations Act. The Transaction will require approval by at least 66 2/3% of the votes cast by the shareholders of G2 at a special meeting of G2 shareholders (the “Special Meeting”).

In addition to the Transaction being subject to the approval of the shareholders of G2 and the court, it is also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to these conditions, the Transaction is expected to be completed in Q2 2026. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a break fee of C$121 million is payable to GMIN by G2 in certain circumstances if the Transaction is not completed.

Full details of the Transaction, including the Spin-Out, will be included in the G2 information circular to be mailed to G2 shareholders in connection with the Special Meeting.

Voting Support Agreements
Certain shareholders of G2, which include, amongst others, directors and members of senior management of G2 as well as Ithaki Limited, who in the aggregate own approximately 37% of G2’s outstanding common shares, have entered into voting support agreements with GMIN pursuant to which they have agreed to vote their common shares in favour of the Transaction.

Directors’ Recommendation
The Agreement has been unanimously approved by the Board of Directors of G2, after receiving the unanimous recommendation of G2’s special committee of independent directors established for considering the Transaction (the “Special Committee”). Both the Board of Directors and Special Committee of G2 determined, after receiving financial and legal advice, that the Transaction is in the best interests of G2 and that the terms and conditions are fair and reasonable to G2 shareholders, and the Board of Directors of G2 unanimously recommends that G2 shareholders vote in favour of the Transaction.

ATB Cormark Capital Markets has provided a fairness opinion to the G2 Special Committee, and Canaccord Genuity Corp. has provided a fairness opinion to the Board of Directors of G2, stating that as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by G2 shareholders pursuant to the Transaction is fair, from a financial point of view, to such shareholders.

Advisors and Counsel
BMO Capital Markets and National Bank Capital Markets are acting as financial advisors to GMIN and its Board of Directors. Blake, Cassels & Graydon LLP is acting as GMIN’s legal advisor.

ATB Cormark Capital Markets is acting as financial advisor to G2 and the Special Committee, and Canaccord Genuity Corp. is acting as financial advisor to G2 and its Board of Directors. Cassels Brock & Blackwell LLP is acting as G2’s legal advisor.

Conference Call and Webcast
G Mining Ventures and G2 Goldfields will conduct a joint conference call to discuss the Transaction on April 9^th, 2026, at 8:30 a.m. Eastern Time. An accompanying presentation will be made available on the company’s website at www.gmin.gold.

Participants may join the call using the following details:

• Conference ID: 5015321
• Toll-Free (North America): +1 (800) 715-9871
• International: +1 (646) 307-1963
• Webcast:https://edge.media-server.com/mmc/p/k8zxue8h/

The conference call will also be available via the Company’s investor relations website at:
https://investors.gmin.gold/English/events-and-presentations/default.aspx

Hosting this call will be Louis-Pierre Gignac, President and Chief Executive Officer of G Mining, who will be joined by Daniel Noone, Chief Executive Officer of G2 Goldfields. A replay of the webcast will be available for 12 months following the call. Replay details will be posted on the Company’s website within 24 hours at the link above.

About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of precious metal projects to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored in mining-friendly jurisdictions: Brazil, with the Tocantinzinho Gold Mine and the Gurupi Project as well as Guyana, with the Oko West Project. GMIN trades on the TSX under the symbol “GMIN”.

About G2 Goldfields Inc.
G2 Goldfields Inc. finds and develops gold deposits in Guyana. The founders and principals of G2 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.

Qualified Persons
Louis-Pierre Gignac, President & Chief Executive Officer of GMIN, a qualified person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed the press release on behalf of GMIN and has approved the technical disclosure contained in this press release.

Daniel Noone, Chief Executive Officer of G2, a qualified person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed the press release on behalf of G2 and has approved the technical disclosure contained in this press release. Mr. Noone (B.Sc. Geology, MBA) is a Fellow of the Australian Institute of Geoscientists.

Additional Information 
For further information on GMIN, please visit the website at www.gmin.gold or contact:  
Jean-François Lemonde 
Vice President, Investor Relations 
514.299.4926
Jflemonde@gmin.gold

For further information on G2, please visit the website at www.g2goldfields.com or contact:  
Jacqueline Wagenaar
Vice President, Investor Relations
416.628.5904 x.1150
j.wagenaar@g2goldfields.com   

Cautionary Statement on Forward-Looking Information
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 GMIN, G2, G3 SpinCo, and their future outlook and that of their affiliates when applicable; and to anticipated events or results, notably the completion of the Transaction, as contemplated; and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of GMIN, G2, G3 SpinCo or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of GMIN, G2, G3 SpinCo, or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, notably the Transaction completion, as contemplated, are also forward-looking statements. Forward-looking statements contained in this press release include, without limitation, those related to:

• the creation of a Tier-1 gold asset in Guyana with the potential to produce over 500 koz on a LOM average basis;
• the anticipated benefits of the Transaction for GMIN and G2 shareholders;
• the targeted timeline for first gold production at Oko West in the second half of 2027, and the acceleration of Oko-Ghanie’s permitting timeline by combining with a fully permitted Oko West Project;
• the anticipated LOM average gold production of GMIN’s Oko West Project and G2’s Oko-Ghanie Project;
• the potential for the combined Oko Project to become one of the highest producing gold mines globally;
• the realization of over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting;
• the anticipated expansion of Oko West Project mill throughput and the ability to self-fund development of the combined Oko Project through GMIN’s balance sheet and free cash flow⁽⁴⁾ generation from Tocantinzinho;
• the Transaction’s terms (notably the creation and funding of G3 SpinCo and the CVR) and its timeline to closing, including the obtaining of the required shareholders’ and court approvals and the timing thereof;
• the expected NAVPS accretion to GMIN shareholders based on the significant expected synergies;
• the expected increase in company-wide gold production to over 700,000 ounces at first quartile operating costs;
• G3 SpinCo’s business focus and its outlook; and
• more generally, the quotes from the respective CEOs of GMIN and G2, as well as the sections entitled “About G Mining Ventures Corp.” and “About G2 Goldfields Inc.”.

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 GMIN and/or G2, as applicable, 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, those relating to the price of gold and currency exchange rates and those underlying the items listed in the above sections entitled “About G Mining Ventures Corp.” and “About G2 Goldfields Inc.”. 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.

There can be no assurance that, notably but without limitation:

• GMIN’s free cash flow⁽⁴⁾ from Tocantinzinho will fund the accelerated development of the combined Oko Project (minimizing potential equity dilution for GMIN shareholders);
• GMIN would move quickly to a construction decision and would eventually bring the combined Oko Project into commercial production;
• the combined Oko Project will become a Tier-1 gold asset in Guyana that produces over 500 koz LOM average annual gold production;
• the combined Oko Project will become one of the highest producing gold mines globally;
• the required shareholders’ and court approvals for the Transaction will be obtained in a timely manner, or at all, and the other conditions precedent to the completion of the Transaction will be satisfied or waived;
• the impressive track-record of the GMIN and GMS teams for executing world-class projects and its past successes in the Guiana Shield would be replicated at the combined Oko Project and would accelerate value creation and generate industry leading returns for GMIN shareholders;
• the over C$1 billion of initially quantifiable expected synergies will be realized;
• the Transaction will be completed as per the terms outlined herein or at all;
• the business conditions in Brazil and Guyana will remain favourable and the gold price will remain close to current levels; and
• the GMIN shareholder base will continue to be supportive;

as future events could differ materially from what is currently anticipated by GMIN and/or G2 management, as applicable.

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 cautionary statements made in the relevant sections of (A) GMIN’s (i) Annual Information Form dated March 25, 2026, for the financial year ended December 31, 2025, and (ii) Management Discussion & Analysis dated March 25, 2026, for the three months and year ended December 31, 2025; and (B) G2’s (i) Annual Information Form dated August 25, 2025, for the financial year ended May 31, 2025, (ii) Management Discussion & Analysis dated August 25, 2025 for the financial year ended May 31, 2025, and (iii) Management Discussion & Analysis dated January 12, 2026 for the three and six months ended November 30, 2025. GMIN and G2 caution that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. GMIN and G2 disclaim 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.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/dcdc2a49-ef61-4186-ba6e-78b39958c527

Figure 1

Location of the Acquired Properties and G3 SpinCo Properties

© 2026 Canjex Publishing Ltd. All rights reserved.