G2 Goldfields Provides Update on G3 Spin-Out

Executive Summary

• G2 Goldfields Inc. entered into an Arrangement Agreement to spin out its non‑core Guyana assets into a wholly owned subsidiary, G3 Goldfields Inc., and distribute G3 shares to existing G2 shareholders on a 1 G3 share per 2 G2 shares basis.
• The spin‑out will transfer approximately C$15 million in cash plus the listed non‑core properties to G3, providing working capital for G3 and allowing G2 to focus on its Oko project.
• Completion is subject to regulatory approvals (TSX, CSE, court) and shareholder approval at a meeting scheduled for 27 Nov 2025; G3 shares are intended to list on the Canadian Securities Exchange.

Key Details

• Arrangement Agreement: Between G2 Goldfields Inc. (“G2”) and its wholly owned subsidiary G3 Goldfields Inc. (“G3”).
• Non‑Core Assets transferred to G3:
• Tiger Creek Property – 3,686 acres (Puruni District)
• Peters Mine Property – 8,346 acres (Puruni District)
• Aremu Mine Property – 9,312 acres (Cuyuni District)
• Aremu Partnership (including historic Wariri Mine) – 39,214 acres (Cuyuni District)
• Ghanie Medium Scale Mining Permit – 836 acres (Cuyuni District)
• “Property A” – 5,481 acres (Region 7)
• “Property B” – 20,739 acres (Region 7)
• Cash consideration: Approximately C$15 million to be transferred to G3 for working capital and initial listing requirements (exact amount to be determined by G2).
• Share distribution: One G3 share will be issued for every two G2 common shares held as of the effective date; only shareholders on record at close of business on that date are eligible.
• No change to existing G2 holdings – shareholders retain their G2 shares in addition to receiving G3 shares.
• Approvals required:
• Toronto Stock Exchange and court approvals for the arrangement.
• Shareholder approval by at least two‑thirds of votes cast at the Annual General & Special Meeting on 27 Nov 2025.
• Listing approval from the Canadian Securities Exchange (CSE) for G3 shares.
• Management Information Circular: To be filed with securities regulators and made available on SEDAR+; contains additional spin‑out details.
• Strategic rationale: Unlocks value of non‑core assets, provides focused capital to develop them under G3, and allows G2 to concentrate resources on the Oko gold project in Guyana.

Notable Quotes

• “The Spin‑Out will allow us to concentrate our efforts on the Oko project while providing G3 with sufficient working capital to advance the exploration and development of the Non‑Core Assets,” – Daniel Noone, CEO & Director, G2 Goldfields Inc.