G Mining Ventures and G2 Goldfields Announce Closing of Arrangement
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G Mining Ventures and G2 Goldfields Announce Closing of
Arrangement
BROSSARD, QUÉBEC and TORONTO, ONTARIO, July 29, 2026 – G Mining Ventures Corp. (“GMIN”) (TSX:
GMIN, OTCQX: GMINF) and G2 Goldfields Inc. (“G2”) (TSX: GTWO; OTCQX: GUYGF) are pleased to announce
the successful completion of the plan of arrangement (the “ Arrangement”) under the Canada Business
Corporations Act pursuant to which GMIN has acquired all of the issued and outstanding common shares of
G2 (the “G2 Shares”) and G2 has completed a spin-out transaction with G3 Goldfields Inc. (“G3”).
Pursuant to the Arrangement, each G2 Share was exchanged for 0.212 of a common share of GMIN and 0.50
of a common share of G3 (collectively, the “Consideration”).
Louis-Pierre Gignac, CEO, President and Director of GMIN, stated : “The acquisition of G2 further
strengthens our position as we continue to build GMIN into a leading multi-asset intermediate gold producer in
the Americas. By bringing together two adjacent deposits that form part of the same mineralized system under
a single operation, we have created a large-scale, low -cost, fully permitted and fully financed tier-one gold
mining complex in one of the world's most prospective gold districts . The combination is expected to generate
substantial near- and long -term value for our shareholders through significant operational and capital
synergies, including shared infrastructure, optimized mine planning , enhanced operational flexibility, and
increased processing capacity.”
As a result of the completion of the Arrangement, it is expected that the G2 Shares will be delisted from the
Toronto Stock Exchange (the “ TSX”) and withdrawn from quotation on the OTC QX Best Market of the OTC
Markets Group (the “OTCQX”) and that G2 will cease to be a reporting issuer (or equivalent) under applicable
Canadian securities laws. G3 has applied to list its common shares for trading on the Canadian Securities
Exchange (“CSE”), with listing subject to G3 meeting the listing requirements of the CSE.
Further details regarding the Arrangement are included in G2’s management information c ircular dated
May 12, 2026 (the “ Circular”), a copy of which is available under G2’s issuer profile on SEDAR+ at
www.sedarplus.ca. Former G2 shareholders are reminded to review the Circular in respect of the procedure
for receiving their Consideration. Registered shareholders (whose G2 Shares were held in physical form or
who had a direct registration system (DRS) advice) must complete, sign and return the letter of transmittal,
along with their share certificate(s) or DRS advice(s), to TSX Trust Company, the depositary for the
Arrangement. Non -registered shareholders (whose G2 Shares were held with a broker, bank or other
intermediary) should contact their intermediaries for instructions and assistance in receiving their
Consideration, which are expected to be distributed to the applicable intermediaries through CDS Clearing
and Depository Services Inc. within the next three business days.
Disclosure of Historical Estimates of G2 Mineral Resources
GMIN wishes to clarify that all references to the mineral resources of the Oko-Ghanie Project included in the
joint press release issued by GMIN and G2 on April 9, 2026 initially announcing the Arrangement do not
represent, from GMIN’s perspective, a "current" mineral resource estimate of the Oko-Ghanie Project. Rather,
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such information was provided by GMIN as a "historical estimate" within the meaning of National Instrument
43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").
GMIN’s qualified person has not done sufficient work to classify the historical mineral resources estimates of
the Oko-Ghanie Project referenced therein as "current" mineral resources and , consequently, GMIN is not
treating such historical estimates as current mineral resources. Verification of the historical mineral resources
estimates of the Oko-Ghanie Project is required in order to upgrade them to current mineral resources, which
will involve conducting the following work: (i) combination of all data relating to the Oko-Ghanie Project and
GMIN’s Oko West Project; (ii) geological modeling of the combined projects; and (iii) additional drilling.
Upon such additional work being completed, a press release will be issued to reflect the results for the
combined mineral resources of the Oko-Ghanie Project and the Oko West Project, and a technical report will
be issued within 45 days thereof in accordance with NI 43 -101. Additional technical studies will thereafter
continue to verify the optimal mine plan, sequencing and throughput for the combined projects, with an
intention to release a technical report in 2027.
The historical mineral estimates of the Oko-Ghanie Project are supported by a NI 43-101 technical report
titled: "NI 43-101 Technical Report for the Preliminary Economic Assessment (PEA) on the Oko Gold Project in
the Co-operative Republic of Guyana, South America" with an effective date of December 8, 2025.
Qualified Persons
Julie-Anaïs Debreil, Vice President, Geology of GMIN, a qualified person as defined in NI 43-101, has reviewed
this press release on behalf of GMIN and has approved the technical disclosure contained in this press release.
About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of
precious metals projects. 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 by the
Tocantinzinho Mine in Brazil, supported by the Gurupi Project in Brazil and the Oko West Project and Oko-
Ghanie Project in Guyana — all with significant exploration upside and located in mining-friendly jurisdictions.
GMIN trades on the TSX under the symbol “GMIN”.
Additional 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
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Cautionary Statement on Forward-Looking Information
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 GMIN, G2 and G3 and their future outlook
and that of their affiliates when applicable, and to anticipated events or results, and may include statements regarding the financial position,
budgets, operations, financial results, plans and objectives of GMIN, G2 or G3 or of their affiliates when applicable. Statements regarding
future results, performance, achievements, prospects or opportunities of GMIN, G2 or G3 or of their affiliates, when applicable, and similar
statements concerning anticipated future events, results, circumstances, performance or expectations are also forward-looking statements.
Forward-looking statements contained in this press release include, without limitation, those related to the expected delisting of G2 Shares
from the TSX and the OTCQX, the application by G2 to cease to be a reporting issuer under applicable Canadian securities laws, the listing
of G3’s shares on the CSE, the additional work to be performed by GMIN to classify the historical mineral resources estimates of the Oko -
Ghanie Project as "current" mineral resources and the expected release of a technical report in connection therewith, the expected value to
be generated for GMIN shareholders through t he combination of the Oko-Ghanie Project and the Oko West Projec t and, more generally,
the section entitled “About G Mining Ventures Corp.”.
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. 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 no t 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 fi lings 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)
G2’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 diff erence between subsequent
actual events and such forward-looking statements, except to the extent required by applicable law.
GMIN Early Warning Disclosure
Immediately prior to the completion of the Arrangement, GMIN did not have beneficial ownership of, or
control or direction over, any G2 Shares. Upon completion of the Arrangement, GMIN beneficially owns, or
exercises control or direction over all of the is sued and outstanding G2 Shares such that G2 has become a
wholly-owned subsidiary of GMIN.
An early warning report regarding the foregoing will be filed in accordance with applicable securities laws
and will be available on GMIN’s SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting
Jean-François Lemonde , Vice President, Investor Relations , G Mining Ventures Corp. , +1 -514-299 4926,
[email protected],. The head office of GMIN is located at 2000 de l’Éclipse Street, Suite 500, Brossard,
Québec J4Z 0S2, Canada.