G2 Goldfields Announces Filing and Mailing of Meeting Materials in Connection With the Acquisition by G Mining Ventures and Spin-Out With G3 Goldfields

TORONTO, Could 25, 2026 (GLOBE NEWSWIRE) — G2 Goldfields Inc. (“G2” or the “Firm”) (TSX:GTWO; OTCQX:GUYGF) is happy to announce that it has filed the administration data round (the “Round”) and associated assembly supplies (collectively, the “Meeting Materials”) for the particular assembly of the holders of widespread shares of G2 (the “G2 Shareholders”) to be held on June 16, 2026 (the “Meeting”). The mailing of the Meeting Materials to G2 Shareholders has commenced, and the Meeting Materials are additionally out there on the Firm’s web site at www.g2goldfields.com and below the Firm’s profile on SEDAR+ at www.sedarplus.ca.

The Association

On April 9, 2026, G2 entered right into a definitive settlement with G Mining Ventures Corp. (“GMIN”) and G3 Goldfields Inc. (“G3”) pursuant to which GMIN will purchase all of the widespread shares of G2 (the “G2 Shares”) and G2 will full a spin-out transaction with G3 (the “Spin-Out”) pursuant to a plan of association below the Canada Enterprise Companies Act (the “Association”). At the Meeting, the G2 Shareholders shall be requested to contemplate and, if deemed advisable, go a particular decision (the “Association Decision”) approving the Association and resolutions approving issues referring to the Spin-Out.

If the Association turns into efficient, G2 Shareholders shall be entitled to obtain (i) 0.212 (the “Trade Ratio”) of a standard share of GMIN (every entire share, a “GMIN Share”) and (ii) 0.5 of a standard share of G3 (every entire share, a “G3 Share”), ensuing in roughly 19.9% of the issued and excellent GMIN Shares and 100% of the issued and excellent G3 Shares being owned by G2 securityholders upon completion of the Association.

Topic to the receipt of shareholder and court docket approvals, the Association is anticipated to be accomplished in early July 2026.

Advantages to G2 Shareholders

• Fast and important premium of 72% primarily based on the 30-day volume-weighted common costs of the GMIN Shares and G2 Shares on the Toronto Inventory Trade as of April 8, 2026 (previous to any incremental worth from G3).
• Creation of a Tier-1 Gold District in Guyana via the mixture of G2’s Oko-Ghanie Undertaking with GMIN’s adjoining Oko West Undertaking, with self-funded, significant long-term exploration upside.
• Enhanced worth via greater than $1 billion¹ in anticipated synergies associated to throughput, working prices, capital prices resulting from shared infrastructure, mine sequencing, and allowing.
• Accelerated and simplified allowing timeline anticipated for the Oko-Ghanie Undertaking by combining with the absolutely permitted Oko West Undertaking.
• Significant participation in an rising intermediate gold producer with a various asset portfolio and sturdy monitor file of worth creation, together with continued publicity to the high-grade Oko-Ghanie Undertaking’s future operational profile and exploration upside.
• Enhanced monetary energy and entry to capital via GMIN’s sturdy steadiness sheet, entry to an undrawn US$350 million revolving credit score facility and important working money circulation from the Tocantinzinho mine, that are anticipated to self-fund growth of the mixed Oko challenge.
• Continued publicity to exploration upside via G3, which shall be funded with C$45 million in money and a contingent worth proper which may doubtlessly ship funds of as much as US$200M, offering continued publicity to G2 administration’s substantial exploration pedigree and the potential for future discoveries in Guyana.
• Entry to GMIN’s confirmed administration workforce with a powerful execution monitor file.
• Improved buying and selling liquidity and enhanced capital markets profile.

Board Advice

The Association is the end result of a complete strategic course of overseen by the board of administrators of the Firm (the “Board”) initially and subsequently by the particular committee of impartial administrators (the “Particular Committee”), as additional described in the Round.

The Board, primarily based in half on the equity opinion that the Board obtained from Canaccord Genuity Corp. and the suggestion of the Particular Committee which is predicated in half on the equity opinion that the Particular Committee obtained from ATB Cormark Capital Markets, unanimously decided that the Association is honest to the G2 Shareholders and is in the greatest pursuits of G2, and unanimously recommends that the G2 Shareholders vote FOR the Association Decision. The Board additionally unanimously recommends that the G2 Shareholders vote FOR all resolutions pertaining to the Spin-Out. The dedication of the Particular Committee and the Board is predicated on varied elements described extra absolutely in the Round.

Technical Report

Concurrently with the submitting of the Meeting Materials, the Firm additionally declares that it has filed an impartial technical report (the “Technical Report”) in respect of the Puruni Undertaking which shall be transferred to G3 pursuant to the Spin-Out. The Technical Report, titled “NI 43-101 Technical Report for the Puruni Undertaking, Cuyuni-Mazaruni Area, Guyana, South America”, has been ready in accordance with Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Initiatives and is accessible on the Firm’s web site at www.g2goldfields.com and below the Firm’s profile on SEDAR+ at www.sedarplus.ca.

YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.

G2 Shareholders are inspired to learn the Round and vote your G2 Shares as quickly as potential, in accordance with the directions accompanying the type of proxy or voting instruction type mailed to G2 Shareholders along with the Round.

The proxy voting deadline is 10:00 a.m. (Toronto time) on Friday, June 12, 2026.

Questions & Voting Help

G2 Shareholders who’ve any questions on the Meeting or require help with voting could contact Carson Proxy Advisors, G2’s proxy solicitation agent:

Carson Proxy Advisors Ltd.
Toll Free: 1-800-530-5189 (toll-free in North America)
Worldwide: +1-416-751-2066 (accumulate exterior North America)
By E mail: data@carsonproxy.com

About G2 Goldfields Inc.

G2 Goldfields finds and develops gold deposits in Guyana. The founders and principals of the Firm have been immediately answerable for the discovery of greater than 11 million ounces of gold in the prolific and underexplored Guiana Protect. G2 continues this legacy of exploration excellence and success. Complete mixed open pit and underground assets throughout all 5 discoveries thus far embody:

• 1,910,300 oz. Au – Inferred contained inside 17,970,000 tonnes @ 3.31 g/t Au
• 1,620,600 oz. Au – Indicated contained inside 15,571,000 tonnes @ 3.24 g/t Au

The mineral useful resource was ready by Micon Worldwide Restricted with an efficient date of November 20, 2025. The Oko district has been a prolific alluvial goldfield since its preliminary discovery in the 1870s, and fashionable exploration methods proceed to disclose the appreciable potential of the district.

All scientific and technical data in this information launch has been reviewed and authorised by Dan Noone (CEO of G2 Goldfields Inc.), a “certified particular person” inside the which means of Nationwide Instrument 43-101. Mr. Noone (B.Sc. Geology, MBA) is a Fellow of the Australian Institute of Geoscientists.

Further details about the Firm is accessible on SEDAR+ (www.sedarplus.ca) and the Firm’s web site (www.g2goldfields.com).

On behalf of the Board of G2 Goldfields Inc.

“Daniel Noone”
CEO & Director

For Additional Data

Jacqueline Wagenaar, VP Investor Relations
Direct: +1.416.628.5904 x.1150
E mail: j.wagenaar@g2goldfields.com

Ahead-Wanting Statements

All statements, aside from statements of historic reality, contained in this press launch represent “forward-looking data” and “forward-looking statements” inside the which means of sure securities legal guidelines and are primarily based on expectations and projections as of the date of this press launch. Ahead-looking data and forward-looking statements could relate to G2, G3 and GMIN and their future outlook and that of their associates when relevant; and to anticipated occasions or outcomes, notably the completion of the Association, as contemplated; and could embody statements relating to the monetary place, budgets, operations, monetary outcomes, plans and goals of G2, G3, GMIN or of their associates when relevant. Statements relating to future outcomes, efficiency, achievements, prospects or alternatives of G2, G3, GMIN or of their associates, when relevant, and comparable statements regarding anticipated future occasions, outcomes, circumstances, efficiency or expectations, notably the Association completion, as contemplated, are additionally forward-looking statements. Ahead-looking statements contained in this press launch embody, with out limitation, these associated to: the timing of the Meeting; the anticipated advantages of the Association for G2 Shareholders; the anticipated timing of completion of the Association; and the completion of the Association and the Spin-Out on the proposed phrases.

Ahead-looking statements are primarily based on expectations, estimates and projections as of the time of this press launch. Ahead-looking statements are essentially primarily based upon a quantity of estimates and assumptions that, whereas thought of affordable by G2, as of the time of such statements, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. These estimates and assumptions could show to be incorrect. Such assumptions embody, with out limitation, the receipt of required shareholder and regulatory approvals in reference to the Association in a well timed method. Many of these uncertainties and contingencies can immediately or not directly have an effect on, and may trigger, precise outcomes to vary materially from these expressed or implied in any forward-looking statements.

By their very nature, forward-looking statements contain inherent dangers and uncertainties, each common and particular, and dangers exist that estimates, forecasts, projections and different forward-looking statements won’t be achieved or that assumptions don’t replicate future expertise. Ahead-looking statements are offered for the function of offering details about administration’s expectations and plans referring to the future. Readers are cautioned to not place undue reliance on these forward-looking statements as a quantity of vital threat elements and future occasions may trigger the precise outcomes to vary materially from the beliefs, plans, goals, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press launch are certified by these cautionary statements and these made in GMIN’s and G2’s different filings with the securities regulators of Canada together with, however not restricted to, the Round, the Firm’s annual data type for the 12 months ended Could 31, 2025, the Firm’s administration’s dialogue and evaluation for the monetary 12 months ended Could 31, 2025 and for the three and 9 months ended February 28, 2026. G2 cautions that the foregoing checklist of elements which will have an effect on future outcomes will not be exhaustive, and new, unforeseeable dangers could come up sometimes. G2 disclaims any intention or obligation to replace or revise any forward-looking statements or to clarify any materials distinction between subsequent precise occasions and such forward-looking statements, besides to the extent required by relevant legislation.

^{_____________________
1} Cumulative life of mine synergies on an undiscounted and pre-tax foundation (transformed at a international change fee of 1.39 per the Financial institution of Canada).