G2 Goldfields shareholders approve AGM resolutions

Executive Summary

• G2 Goldfields shareholders approved the proposed spinout of its non-core assets into a new subsidiary, G3 Goldfields Inc., via a plan of arrangement.
• The spinout is expected to be completed in Q1 2026, pending final court and regulatory approvals, including from the Toronto Stock Exchange, with a final court hearing scheduled for December 3, 2025.
• The transaction involves transferring non-core assets and approximately $15 million in cash to G3 in exchange for G3 common shares, which will be distributed to G2 shareholders on a basis of one G3 share for every two G2 shares held.

Key Details

• Voting Results: 190,251,811 common shares were voted, representing approximately 74.03% of the votes attached to outstanding shares as of the record date.
• Spinout Structure:
  • G2 will transfer interests in non-core assets to a wholly owned Guyanese subsidiary of G3.
  • G2 will transfer cash (anticipated to be approximately $15 million) to G3 to satisfy working capital and initial listing requirements.
  • In exchange, G2 receives G3 common shares.
  • G2 will distribute G3 shares to its shareholders on a ratio of one G3 share for every two G2 shares held as of the effective date.
  • Only shareholders of G2 as of the close of business on the effective date will be entitled to receive G3 shares.
  • There will be no change in shareholders' holdings in G2 as a result of the spinout.
• Timeline:
  • Final court hearing for the order to approve the spinout is scheduled for December 3, 2025.
  • Completion is expected in Q1 2026 following receipt of all court and regulatory approvals.
• Referenced Mineral Resource Estimate (Oko Property, Guyana):
  • Oko Main Zone:
    • Inferred: 513,500 oz Au contained within 3,473,000 tonnes at 4.60 g/t Au.
    • Indicated: 808,000 oz Au contained within 3,147,000 tonnes at 7.98 g/t Au.
  • Ghanie Zone:
    • Inferred: 1,024,500 oz Au contained within 12,062,000 tonnes at 2.64 g/t Au.
    • Indicated: 663,400 oz Au contained within 10,288,000 tonnes at 2.01 g/t Au.
  • Oko NW Zone:
    • Inferred: 97,200 oz Au contained within 4,976,000 tonnes at 0.61 g/t Au.
  • The MRE was prepared by Micon with an effective date of March 1, 2025.

Notable Quotes

• "The spinout remains subject to final court and regulatory approvals, including final approval of the Toronto Stock Exchange."