G Mining and G2 Goldfields Provide Update on Arrangement with G Mining and Spin-Out of G3 Goldfields
Rhea-AI Summary
G2 Goldfields (OTCQX:GUYGF), G Mining Ventures (TSX:GMIN) and G3 Goldfields provided an update on their proposed plan of arrangement. Under the Arrangement, GMIN will acquire all issued and outstanding G2 shares, while G2 will spin out G3 Goldfields as a separate company.
According to G2 Goldfields, remaining closing conditions are expected to be satisfied by the end of July 2026, with the Effective Date to be announced. G2 shareholders are to receive 0.212 GMIN shares and 0.5 G3 shares for each G2 share held. After closing, G2 shares are expected to be delisted from the TSX and OTCQX, and G2 will seek to cease being a reporting issuer. G3 has applied to list its shares on the Canadian Securities Exchange, subject to meeting CSE listing requirements.
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Positive
- Share exchange consideration of 0.212 GMIN and 0.5 G3 shares per G2 share
- Expected spin-out and separate listing of G3 on the CSE, subject to approval
- GMIN to acquire 100% of G2 shares, advancing creation of a Guyana gold hub
Negative
- G2 shares expected to be delisted from TSX and OTCQX following closing
- G2 will apply to cease being a reporting issuer under Canadian securities laws, reducing public disclosure
- G3 CSE listing remains subject to meeting Canadian Securities Exchange requirements
TORONTO, July 13, 2026 (GLOBE NEWSWIRE) -- G Mining Ventures Corp. (“GMIN”) (TSX: GMIN, OTCQX:GMINF) and G2 Goldfields Inc. (“G2” or the “Company”) (TSX:GTWO; OTCQX:GUYGF) are pleased to provide an update with respect to the proposed plan of arrangement (the “Arrangement”) involving G2, GMIN and G3 Goldfields Inc. (“G3”) whereby GMIN will, among other things, acquire all of the issued and outstanding G2 shares and G2 will complete the spin-out of G3. The parties are actively working through the remaining closing conditions, which are expected to be completed by the end of July 2026. Closing of the Arrangement will follow shortly thereafter (such date to be announced by the Company and referred to herein as the “Effective Date”).
Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: “We remain fully committed to closing the acquisition and creating a tier-one gold mining hub in Guyana and one of the largest, lowest-cost gold operations in the Americas.”
Pursuant to the Arrangement, holders of G2 shares will receive 0.212 of a common share of GMIN and 0.5 of a common share of G3 for each G2 share held as of the close of business on the business day immediately prior to the Effective Date.
Following closing of the Arrangement, the G2 shares are expected to be de-listed from the Toronto Stock Exchange and will cease to be quoted on the OTCQX. G2 will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
G3 has applied to list the G3 shares for trading on the Canadian Securities Exchange (“CSE”) following completion of the Arrangement, and listing is subject to G3 meeting the listing requirements of the CSE.
Additional details of the Arrangement are more fully described in the management information circular of the Company dated May 12, 2026 (the “Circular”), which is available under G2’s profile on SEDAR+ at www.sedarplus.ca.
About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of precious metal projects to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored in mining-friendly jurisdictions: Brazil, with the Tocantinzinho Gold Mine and the Gurupi Project as well as Guyana, with the Oko West Project. GMIN trades on the TSX under the symbol “GMIN”.
About G2 Goldfields Inc.
G2 Goldfields finds and develops gold deposits in Guyana. The founders and principals of the Company have been directly responsible for the discovery of more than 11 million ounces of gold in the prolific and underexplored Guiana Shield. G2 continues this legacy of exploration excellence and success. Total combined open pit and underground resources across all 5 discoveries to date include:
- 1,910,300 oz. Au – Inferred contained within 17,970,000 tonnes @ 3.31 g/t Au
- 1,620,600 oz. Au – Indicated contained within 15,571,000 tonnes @ 3.24 g/t Au
The mineral resource was prepared by Micon International Limited with an effective date of November 20, 2025. The Oko district has been a prolific alluvial goldfield since its initial discovery in the 1870s, and modern exploration techniques continue to reveal the considerable potential of the district.
All scientific and technical information in this news release has been reviewed and approved by Dan Noone (CEO of G2 Goldfields Inc.), a “qualified person” within the meaning of National Instrument 43-101. Mr. Noone (B.Sc. Geology, MBA) is a Fellow of the Australian Institute of Geoscientists.
Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.g2goldfields.com).
On behalf of the Board of G2 Goldfields Inc.
“Daniel Noone”
CEO & Director
For Further Information
For further information on GMIN, please visit the website at www.gmin.gold or contact:
Jean-François Lemonde
Vice President, Investor Relations
514.299.4926
Jflemonde@gmin.gold
For further information on G2, please visit the website at www.g2goldfields.com or contact:
Jacqueline Wagenaar
Vice President, Investor Relations
416.628.5904 x.1150
j.wagenaar@g2goldfields.com
Forward-Looking Statements
All statements, other than statements of historical fact, contained in this press release constitute “forward-looking information” and “forward-looking statements” within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking information and forward-looking statements may relate to G2, G3 and GMIN and their future outlook and that of their affiliates when applicable; and to anticipated events or results, notably the completion of the Arrangement, as contemplated; and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of G2, G3, GMIN or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of G2, G3, GMIN or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, notably the Arrangement completion, as contemplated, are also forward-looking statements. Forward-looking statements contained in this press release include, without limitation, those related to the expected timing of completion of the Arrangement, the expected delisting of G2 shares from the Toronto Stock Exchange and the OTCQX, the application by G2 to cease to be a reporting issuer under applicable Canadian securities laws following completion of the Arrangement, the listing of G3 shares on the CSE, and more generally, the quote from the CEO of GMIN, as well as the sections entitled "About G Mining Ventures Corp." and "About G2 Goldfields Inc.".
Forward-looking statements are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by GMIN and G2, as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Such assumptions include, without limitation, the satisfaction or waiver of all remaining conditions to completion of the Arrangement in a timely manner, the completion of the spin-out on the terms and timing currently contemplated, and the delisting of the G2 shares from the Toronto Stock Exchange. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in GMIN’s and G2’s other filings with the securities regulators of Canada including, but not limited to, (A) GMIN’s (i) Annual Information Form dated March 25, 2026, for the financial year ended December 31, 2025, and (ii) Management Discussion & Analysis for the three months ended March 31, 2026; and (B) the Company’s (i) Circular, (ii) annual information form for the year ended May 31, 2025, (iii) management’s discussion and analysis for the financial year ended May 31, 2025 and for the three and nine months ended February 28, 2026. GMIN and G2 caution that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. GMIN and G2 disclaim any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
