G2 Goldfields Announces Filing of Management Information Circular and Technical Report for Proposed Spin-Out of Non-Core Assets

Rhea-AI Summary

G2 Goldfields (OTCQX:GUYGF / TSX:GTWO) filed its management information circular and meeting materials on Nov 5, 2025 for the annual and special shareholders meeting to be held on Nov 27, 2025.

The Meeting seeks approval of a proposed spin-out of certain non-core assets into a wholly owned subsidiary, G3 Goldfields, via a plan of arrangement under the Canada Business Corporations Act. Shareholders were mailed the Meeting Materials and are urged to vote by proxy as described in those materials.

Concurrently, G2 filed an independent NI 43-101 Technical Report prepared by Micon International Limited titled “NI 43-101 Property of Merit Technical Report for the New Aremu Oko Gold Project, Guyana, South America,” available on SEDAR+.

Positive

• Shareholders meeting scheduled for Nov 27, 2025
• Management information circular and Meeting Materials filed on Nov 5, 2025
• Proposed spin-out into wholly owned subsidiary G3 Goldfields
• Independent NI 43-101 Technical Report filed by Micon

Negative

• Spin-Out completion is subject to shareholder and court approvals
• No completion timing announced; update pending approvals

TORONTO, Nov. 05, 2025 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (“G2” or the “Company”) (TSX:GTWO; OTCQX:GUYGF) is pleased to announce that it has filed the management information circular and related meeting materials (collectively, the “Meeting Materials”) for the annual general and special meeting of G2 shareholders to be held on November 27, 2025 (the “Meeting”). The purpose of the Meeting is, among other things, to consider and, if deemed advisable, pass a special resolution approving the previously announced proposed spin-out of G2’s interest in certain non-core assets (the “Non-Core Assets”) into a wholly owned subsidiary of G2, G3 Goldfields Inc., through a plan of arrangement under the Canada Business Corporations Act (the “Spin-Out”).

The Meeting Materials have been mailed to shareholders of the Company, and are also available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out in the Meeting Materials. Following and subject to the receipt of shareholder and court approvals, the Company will provide an update on the anticipated timing for completion of the Spin-Out.

Technical Report

Concurrently with the filing of the Meeting Materials, the Company also announces that it has filed an independent technical report (the “Technical Report”) prepared by Micon International Limited in respect of the Non-Core Assets, in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, titled “NI 43-101 Property of Merit Technical Report for the New Aremu Oko Gold Project, Guyana, South America”. The Technical Report is available for review under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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 10 million ounces of gold in the prolific and underexplored Guiana Shield. G2 continues this legacy of exploration excellence and success.

In March 2025, G2 announced an Updated Mineral Resource Estimate (“MRE”) for the Oko property in Guyana [see press release dated March 10, 2025]. Highlights of the Updated MRE include:

Total combined open pit and underground Resource for the Oko Main Zone (OMZ):

• 513,500 oz. Au – Inferred contained within 3,473,000 tonnes @ 4.60 g/t Au
• 808,000 oz. Au – Indicated contained within 3,147,000 tonnes @ 7.98 g/t Au

Total combined open pit and underground Resource for the Ghanie Zone:

• 1,024,500 oz. Au – Inferred contained within 12,062,000 tonnes @ 2.64 g/t Au
• 663,400 oz. Au – Indicated contained within 10,288,000 tonnes @ 2.01 g/t Au

Total open pit Resource for the Oko NW Zone:

• 97,200 oz. Au – Inferred contained within 4,976,000 tonnes @ 0.61 g/t Au
  

The MRE was prepared by Micon International Limited with an effective date of March 1, 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

Jacqueline Wagenaar, VP Investor Relations
Direct: +1.416.628.5904 x.1150
Email: j.wagenaar@g2goldfields.com

Forward-Looking Statements

This news release contains certain forward-looking statements, including, but not limited to, statements about the Spin-Out, including the basis of the Spin-Out, the impact and benefits of the Spin-Out, the completion of the Spin-Out on the proposed terms or at all, the required approvals, the future plans and intentions of G2 and G3, the composition of the Non-Core Assets, as well as the date of the Meeting. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “schedule”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements, including the risk factors set out in the Company’s annual information form for the year ended May 31, 2025 and the Company’s management information circular dated October 23, 2025. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

FAQ

What is G2 Goldfields (GUYGF) proposing at the Nov 27, 2025 shareholder meeting?

Shareholders will vote on a special resolution to approve a proposed spin-out of non-core assets into a wholly owned subsidiary, G3 Goldfields.

When were G2 Goldfields (GUYGF) meeting materials and the NI 43-101 report filed?

The management information circular and Meeting Materials and the NI 43-101 Technical Report were filed and announced on Nov 5, 2025.

Where can investors review G2 Goldfields (GUYGF) Meeting Materials and Technical Report?

Both the Meeting Materials and the NI 43-101 Technical Report are available under G2's profile on SEDAR+ at www.sedarplus.ca.

What approvals are required for the G2 Goldfields (GUYGF) Spin-Out to complete?

The Spin-Out requires approval by G2 shareholders and a court order under the Canada Business Corporations Act before proceeding.

Has G2 Goldfields (GUYGF) provided a timing estimate for the Spin-Out completion?

No specific completion timing was provided; the company said it will provide an update following shareholder and court approvals.