Mr. Daniel Noone reports
G2 GOLDFIELDS SHAREHOLDERS APPROVE TRANSACTION WITH G MINING AND G3 GOLDFIELDS SPIN-OUT
G2 Goldfields Inc.'s shareholders approved the plan of arrangement involving G2, G Mining Ventures Corp. and G3 Goldfields Inc., pursuant to which, among other things, G Mining will acquire all of the issued and outstanding common shares of G2 and G2 will complete a spinout transaction with G3. The vote was passed at G2's special meeting of shareholders, held earlier today.
Voting results
A total of 208,496,197 G2 shares were voted in person or represented by proxy at the meeting, representing approximately 80.61 per cent of the votes attached to all the outstanding G2 shares as at the record date of the meeting.
The report of voting results will be made available under the company's profile on SEDAR+.
The closing of the arrangement is expected to occur in July, 2026 (such date to be announced by the company and referred to herein as the effective date), subject to the satisfaction or waiver of the remaining customary closing conditions, including receipt of the approval of the Ontario Superior Court of Justice (Commercial List). G2 shareholders will be entitled to receive 0.212 of a G Mining common share and 0.5 of a G3 common share for each G2 share held as of the close of business on the business day immediately prior to the effective date.
Additional details of the arrangement are more fully described in the management information circular of the company dated May 12, 2026, which is available under G2's profile on SEDAR+. Shareholders are reminded to review the circular in respect of the procedure for receiving the consideration for their G2 shares following the effective date. Registered shareholders (your G2 shares are held in physical form or you have a direct registration system (DRS) advice) must complete, sign and return the letter of transmittal, along with their share certificate(s) or DRS advice(s), to TSX Trust Company, the depositary for the arrangement. Non-registered shareholders (your G2 shares are held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving the consideration for such G2 shares, which are expected to be distributed to the applicable intermediaries through CDS Clearing and Depository Services Inc. within approximately three business days following the effective date.
G3 has applied to list the G3 shares for trading on the Canadian Securities Exchange following completion of the arrangement and listing is subject to G3 meeting the listing requirements of the CSE.
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 five discoveries to date include:
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1,910,300 ounces (oz) gold (Au) inferred contained within 17,970,000 tonnes at 3.31 grams per tonne (g/t) Au;
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1,620,600 ounces Au indicated contained within 15,571,000 tonnes at 3.24 g/t Au.
The mineral resource was prepared by Micon International Ltd. with an effective date of Nov. 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 (chief executive officer of G2 Goldfields), 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.
Additional information about the company is available on SEDAR+ and the company's website.
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