Leading Independent Proxy Advisory Firm Recommends G2 Goldfields' Shareholders Vote FOR the Arrangement With G Mining

Executive Summary

• G2 Goldfields announces that Institutional Shareholder Services (ISS) has recommended shareholders vote "FOR" the proposed plan of arrangement with G Mining Ventures Corp. (GMIN) and the spin-out of G3 Goldfields Inc.
• The Board of Directors unanimously recommends voting "FOR" the Arrangement and all related resolutions for the G3 spin-out.
• The special meeting of shareholders is scheduled for June 16, 2026, with a proxy voting deadline set for June 12, 2026.

Key Details

• ISS recommends a "FOR" vote, citing that the merger and connected spin-out makes strategic sense and will result in shareholders holding shares of two separate publicly listed companies.
• The Board unanimously supports the Arrangement and all resolutions pertaining to the spin-out of G3 Goldfields Inc.
• Special meeting of shareholders date: Tuesday, June 16, 2026, at 10:00 a.m. (Toronto Time).
• Proxy voting deadline: Friday, June 12, 2026, at 10:00 a.m. (Toronto time).
• ISS notes the board conducted a robust strategic review, obtained multiple fairness opinions, and negotiated an implied value transfer not observed by shareholders since September 2011.
• Shareholders are directed to review the management information circular dated May 12, 2026, for full transaction details.
• The G3 Option Plan requires shareholder approval within three years of its institution and every three years thereafter.
• Proxy voting assistance is available through Carson Proxy Advisors Ltd. (Toll-free: 1-800-530-5189; Email: [email protected]).

Notable Quotes

• ISS: “The merger and connected spin-out transaction makes strategic sense as shareholders will henceforth hold shares of two separate publicly listed companies. The board undertook a robust strategic review process, obtained multiple fairness opinions, and the independent special committee negotiated an implied value transfer at a level not observed by G2 shareholders since September 2011.”