G2 Goldfields Announces Voting Results from Its Shareholders Meeting

Executive Summary

• Shareholders approved a plan of arrangement to spin out G2’s non‑core assets into wholly owned subsidiary G3, including issuance of G3 shares to G2 shareholders (1 G3 share for every 2 G2 shares).
• Court hearing for final order is set for December 3 2025; completion expected in Q1 2026 pending court and TSX approvals.
• The spin‑out will involve transfer of non‑core assets to a Guyanese subsidiary of G3 and an estimated C$15 million cash infusion to fund G3’s working capital and listing requirements.

Key Details

• Voting Results: 190,251,811 G2 shares voted (≈74.03% of outstanding). All resolutions passed with ≥84% “For” votes, including:
• Election of directors (Sheridan, Noone, Rosenberg, Stow, Diges) – >96% approval each.
• Re‑appointment of MNP LLP as auditors – 99.98% approval.
• Approval of plan of arrangement for spin‑out – 99.96% approval.
• Approval of stated capital reduction – 99.92% approval.
• Appointment of J. Patrick Sheridan as new control person of G3 – 97.59% approval.
• Adoption of G3 stock option plan – 81.66% approval.

• Adoption of G3 restricted share unit plan – 99.31% approval.

• Spin‑Out Mechanics:

• Transfer of G2’s interests in non‑core assets to a wholly owned Guyanese subsidiary of G3.
• Cash contribution from G2 to G3 (to be determined, anticipated ≈ C$15 million) for working capital and initial listing requirements.
• Exchange ratio: 1 G3 share issued for every 2 G2 shares held as of the effective date.

• No change in shareholders’ holdings in G2 post‑spin‑out.

• Timeline & Approvals:

• Court hearing for final order – December 3 2025.
• Expected completion – Q1 2026, subject to court and TSX approvals.

• Detailed terms disclosed in the management information circular dated October 23 2025 (available on SEDAR+).

• Additional Corporate Actions Approved:

• Re‑appointment of auditors (MNP LLP) and authorization to set their remuneration.
• Stated capital reduction to facilitate the spin‑out.

Notable Quotes

• “The Spin‑Out will unlock value by separating our non‑core assets into a focused vehicle, providing clearer investment opportunities for shareholders while preserving G2’s core gold development strategy.” – Daniel Noone, CEO & Director, G2 Goldfields Inc.