G2 Goldfields Receives Court Approval for Arrangement With G Mining and Spin-Out of G3 Goldfields

Executive Summary

• Ontario Superior Court of Justice granted the final order for G2 Goldfields' plan of arrangement with G Mining Ventures Corp. (GMIN) and G3 Goldfields Inc. (G3).
• GMIN will acquire all outstanding G2 shares, and G2 will complete a spin-out of G3, with shareholders receiving 0.212 GMIN shares and 0.5 G3 shares per G2 share.
• The transaction is expected to close in July 2026, triggering G2's delisting from the TSX and OTCQX, cessation of reporting status, and G3's application for listing on the CSE.

Key Details

• Transaction Structure: Plan of arrangement involving G2 Goldfields, G Mining Ventures Corp. (GMIN), and G3 Goldfields Inc. (G3). GMIN acquires all G2 common shares; G2 spins out G3.
• Consideration: Holders of G2 Shares receive 0.212 common shares of GMIN and 0.5 common shares of G3 for each G2 Share held as of the close of business on the business day immediately prior to the Effective Date.
• Court Approval: Final order granted by the Ontario Superior Court of Justice (Commercial List).
• Closing Timeline: Expected to close in July 2026 (Effective Date to be announced), subject to obtaining all required approvals and satisfaction/waiver of all conditions.
• Listing & Regulatory Changes: G2 shares will be delisted from the Toronto Stock Exchange and cease trading on OTCQX. G2 will apply to cease being a reporting issuer under applicable Canadian securities laws. G3 will apply to list shares on the Canadian Securities Exchange (CSE), subject to meeting CSE listing requirements.
• Shareholder Instructions: Registered shareholders must complete, sign, and return the letter of transmittal along with share certificate(s) or DRS advice(s) to TSX Trust Company. Non-registered shareholders must contact their intermediaries; distributions are expected to be distributed to intermediaries through CDS Clearing within approximately three business days following the Effective Date.
• Reference Documents: Full transaction details are outlined in the management information circular dated May 12, 2026, available under G2’s profile on SEDAR+.