G2 Goldfields to spin out non-core assets to G3

Executive Summary
- G2 Goldfields Inc. announced its intention to spin out a portfolio of non‑core Guyana properties into a new entity, G3 Goldfields Inc., via a plan of arrangement under the Canada Business Corporations Act.
- Each G2 shareholder will receive one share of G3 for every two shares of G2 held as of the effective date, subject to shareholder approval at an annual general and special meeting scheduled for ≈ Nov. 27 2025.
- The spin‑out aims to unlock value in the non‑core assets and allow G2 to focus on its Oko project while providing G3 with a dedicated platform to develop the transferred properties.
Key Details
- Properties to be transferred to G3:
- Tiger Creek (3,685 acres) – Puruni district, Guyana
- Peters Mine (8,316 acres) – Puruni district, Guyana
- Aremu Mine (8,811 acres) – Cuyuni district, Guyana
- Aremu Partnership (including historic Wariri mine) (32,340 acres) – Cuyuni district, Guyana
- Property A (5,457 acres) – Region 7, Guyana
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Property B (20,739 acres) – Region 7, Guyana
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Share Exchange Ratio: 1 share of G3 for every 2 shares of G2 held on the effective date. Only shareholders as of close of business on that date will be entitled to G3 shares.
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Approval Process:
- Shareholder approval sought at an annual general and special meeting (≈ Nov 27 2025).
- Special resolution required to approve the spin‑out, in addition to routine AGM matters.
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Completion conditioned on:
- Execution of a definitive arrangement agreement between G2 and G3.
- Approval by G2 shareholders at the meeting.
- Regulatory and court approvals, including TSX (Toronto Stock Exchange) consent.
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Listing Plans for G3: Intended to list on the Canadian Securities Exchange (CSE), subject to meeting CSE listing requirements.
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Cash Component: The spin‑out will also transfer an amount of cash to G3; the exact figure is “to be determined” and will be disclosed in the arrangement agreement.
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Future Disclosures: Additional details—including the final cash amount, definitive terms of the arrangement agreement, and any warrant or option structures—will be provided in the Management Information Circular filed with Canadian securities regulators and mailed to shareholders at the beginning of November 2025.
Notable Quotes
(No direct quotes were included in the release.)