G Mining Ventures Announces Uniquely Synergistic Acquisition of G2 Goldfields, Creating a Tier-One Gold Mining Hub in Guyana and One of the Largest, Lowest-Cost Gold Operations in the Americas o Delivers district-scale consolidation by combining GMIN’s Oko West Project and G2’s Oko-
G Mining Ventures Announces Uniquely Synergistic Acquisition of G2
Goldfields, Creating a Tier-One Gold Mining Hub in Guyana and One of the
Largest, Lowest-Cost Gold Operations in the Americas
o Delivers district-scale consolidation by combining GMIN’s Oko West Project and G2’s Oko-
Ghanie Project into a single, highly synergistic, Tier-1, Oko Project.
o Combines anticipated LOM average gold production of approximately 350 koz(1) from
GMIN’s Oko West Project and 228 koz(2) from G2’s Oko -Ghanie Project into a single
project with the potential to produce over 500 koz on a LOM average basis.
o Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs,
operating costs, and throughput expansion due to shared infrastructure, mine sequencing,
and permitting.(3)
o Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with
the fully permitted Oko West Project.
o Combined company to be l ed by GMIN ’s best -in-class management team with proven
capability to develop, build, finance, and operate mines at the highest standards.
o Greater access to capital through GMIN’s robust free cash flow (4) from the Tocantinzinho
mine in Brazil, US$288 (5) million cash on hand, and access to an undrawn US$350 million
revolving credit facility.
o Delivers substantial upfront premium to G2 shareholders and significant NAVPS accretion to
GMIN shareholders from meaningful expected synergies.
BROSSARD, Quebec and TORONTO, Ontario, April 9, 2026 - G Mining Ventures Corp . (“GMIN”) (TSX:
GMIN, OTCQX:GMINF) and G2 Goldfields Inc. (“G2”) (TSX: GTWO, OTCQX: GUYGF) are pleased to announce
that they have entered into a definitive agreement (the “Agreement”) whereby GMIN will acquire all of the
issued and outstanding shares of G2 pursuant to a court approved plan of arrangement (the “Transaction”).
The Transaction will consolidate two adjacent gold projects in Guyana: G2’s Oko-Ghanie Project and GMIN’s
fully permitted and fully financed Oko West Project, creating a large-scale, low-cost gold mining hub in one
of the most prospective emerging gold districts in the world. The Transaction combines anticipated life of
mine (“ LOM”) average gold production of approximately 350 koz(1) from GMIN’s Oko West Project and
228 koz(2) from G2’s Oko-Ghanie Project into a single project with the potential to produce over 500 koz on
a LOM average basis. The combined project is expected to deliver significant near and long-term synergies
across throughput, operating costs, capital costs due to share d infrastructure, mine sequencing and
permitting. GMIN sees an opportunity to accelerate Oko -Ghanie’s permitting timeline by combining with
the fully permitted Oko West Project and the targeted timeline for first gold production at Oko West in the
second half of 2027 remains unchanged.
The GMIN team, with the support of G Mining Services Inc. (“GMS”), has an impressive track record of
executing world-class projects in the Guiana Shield. This Transaction delivers on GMIN’s stated vision to
build and operate a large, long -life, Tier-1 mine in Guyana with the ultimate objective of generating
industry leading returns for its shareholders.
Under the terms of the Transaction, G2 shareholders will receive 0.212 GMIN common shares for each G2
common share held (the “Exchange Ratio”). G2 shareholders will also receive common shares in a newly
created gold explorer (“ G3 SpinCo”) that will hold interests in the Tiger Creek p roperty, Peters M ine
property and Property B (collectively, the “ G3 SpinCo Properties ”), being all remaining G2 properties
outside of Oko-Ghanie, Amsterdam, Aremu Partnership and Aremu Mine, Property A, and the Ghanie
Medium Scale Mining Permit to be acquired by GMIN under the Transaction (collectively, the “Acquired
Properties”). G3 SpinCo will be funded with C$45 million of cash and, given the unexplored potential of the
Acquired Properties, will also be granted a contingent value right (“ CVR”) providing for payments to be
made to G3 SpinCo in the maximum aggregate amount of US$200 million based upon the establishment
of various increments of Measured & Indicated Mineral Resources(1) (2) at the Acquired Properties (additional
details below).
Figure 1 - Location of the Acquired Properties and G3 SpinCo Properties
The Exchange Ratio implies an offer price of C$10.84 per G2 common share (excluding the value of G3
SpinCo) based on the closing price of GMIN’s common shares on the Toronto Stock Exchange (the “ TSX”)
as of April 8, 2026 and a premium of 72% based on the 30-day VWAPs of GMIN and G2’s common shares
on the TSX as of the same date. The fully diluted in-the-money equity value of the Transaction (excluding
the value of G3 SpinCo) is estimated to be approximately C$3.0 billion.
Upon completion of the Transaction, existing GMIN and G2 shareholders will own approximately 80.1% and
19.9% of GMIN, respectively, and G2 shareholders will also own 100% of G3 SpinCo.
Strategic Rationale & Highlights
Key strategic, financial and operational advantages of the Transaction include:
o Delivers district-scale consolidation, in one of the most prolific and prospective gold regions
in the world, to create a single, highly synergistic, Tier-1, Oko Project.
o Once in production, the combined Oko Project has the potential to rank among the highest
producing gold mines globally.
o Combined Measured & Indicated Mineral Resources(1)(2) of 7.0 Moz and Inferred Mineral
Resources of 2.3 Moz with deposits remaining open at depth and along strike.
o The Transaction expands GMIN ’s leading footprint in Guyana by 293 km², creating a
combined contiguous land package of over 362 km², situated on a highly prospective
greenstone belt and largely within a 20 km radius of the Oko West Project.
o Multiple highly attractive near -mine and regional -scale exploration targets across the
combined property, in a geological region that has yielded multiple world-class discoveries,
provide exciting potential to realize significant resource growth.
o Combines anticipated LOM average gold production of approximately 350 koz(1) from
GMIN’s Oko West Project and 228 koz(2) from G2’s Oko -Ghanie Project into a single
project with the potential to produce over 500 koz on a LOM average basis.
o GMIN plans to move quickly through technical studies to verify the optimal mine plan,
sequencing, and throughput for the combined Oko Project, with an intention to release a
technical report in 2027, targeting expanded production by H1 2029.
o GMIN does not expect any delays in first production in Guyana by combining the Oko West
Project with the Oko-Ghanie Project.
o Further elevates GMIN’s industry -leading near -term growth profile with company-wide
gold production expected to increase 300% to +700,000 ounces at first quartile operating
costs, before factoring in Gurupi.
o Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs,
operating costs, and throughput expansion due to shared infrastructure, mine sequencing,
and permitting.(3)
o A combined operation would forego approximately C$850 million of capital costs that
would otherwise be required to construct a standalone Oko-Ghanie Project, by eliminating
the need for, amongst other items, a distinct mill and tailings facility, and by sharing key
infrastructure.
o In addition, operating cost savings of approximately C$275 million over the LOM would be
realized by foregoing duplication of administrative support and by increasing operational
scale to lower unit operating costs by spreading fixed costs over higher throughput with
an anticipated ~25-30% expansion of the Oko West Project mill throughput which will be
validated in an updated Feasibility Study.
o The integration of the deposits enhances mine sequencing and optimization opportunities,
supporting higher mill feed grades and a more balanced blend of open pit and
underground mining over the life of the mine.
o Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with
the fully permitted Oko West Project.
o The integration of Oko -Ghanie with the fully permitted Oko West Project is expected to
streamline permitting execution , deliver a reduced environmental footprint by leveraging
shared infrastructure and reduce overall development risk , representing a significant
unquantifiable further synergy.
o The terms and conditions of the existing Oko West Mineral Agreement are to be extended
to cover the combined project.
o A reduced -scope Environmental and Social Impact Assessment (“ESIA”) would
be required, potentially in the form of an addendum to the existing Oko West ESIA, along
with a corresponding permit amendment.
o Combined company to be l ed by GMIN ’s best -in-class management team with proven
capability to develop, build, finance, and operate mines at the highest standards.
o The GMIN and GMS integrated project team has an impressive track- record of executing
world-class South American projects, including uniquely in the Guiana Shield region.
o Key members of the senior leadership team have successfully delivered all projects on
schedule and on budget , including the Tocantinzinho mine in Brazil, Fruta del Norte in
Ecuador and Merian in Suriname.
o Greater access to capital through GMIN’s robust FCF(4) from the Tocantinzinho mine in Brazil,
US$288(5) million cash on hand, and access to a n undrawn US$350 million revolving credit
facility.
o GMIN’s balance sheet and strong free cash flow(4) generation from Tocantinzinho are
expected to self-fund development of the combined Oko Project.
o Strong access to capital through existing free cash flow(4) generation, banking relationships,
and highly supportive shareholder base.
Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: “Combining GMIN’s Oko West Project
and G2’s Oko-Ghanie Project delivers on our stated vision to build and operate a large, long -life, Tier-1 asset
in Guyana. These assets are highly synergistic, and we are well -positioned to accelerate value creation by
leveraging our unique expertise in building and operating mines on schedule and on budget in the Guiana
Shield, utilizing our deep knowledge of and network in the region to advancing permitting, and deploying our
capital to build the mine. Once built, this mine has the potential to rank among the highest producing gold
mines globally. We look forward to continuing to advance our ”Build, Operate and Explore for more“ strategy
to create and unlock further value for GMIN shareholders.”
Dan Noone, CEO and Director of G2, stated: “ We are very pleased to announce this Transaction today,
which we believe is a testament to the outstanding work our team has done rapidly discovering and advancing
Oko-Ghanie over the last few years. We believe that this Transaction not only delivers our s hareholders an
attractive upfront premium, but also the ability to participate with significant ongoing ownership in the
combined company, having the opportunity to participate in expected future upside as potential synergies are
realized and the combined Oko Project is advanced into production. The Transaction significantly de-risks the
advancement of Oko-Ghanie given the financial strength, free cash flow(4), and development capabilities that
GMIN brings to the table. Importantly, we believe this is a great outcome for the country of Guyana, with the
combined Oko Project being taken forward by a company that will be a great steward of the asset for the
benefit of the country and its communities. Following closing, the G2 team is expected to continue advancing
its exploration efforts through G3, leveraging our exploration expertise and proven track record of discovery
to unlock additional value in Guyana.”
Benefits to GMIN Shareholders
o Creation of a T ier-1, district -scale gold asset in Guyana that has the potential to produce over
500 koz LOM average annual gold production(1) (2).
o Unlocks value from significant expected synergies related to throughput, operating costs, capital
costs due to shared infrastructure, mine sequencing, and permitting.
o Enhanced scale, resource base, and exploration upside across a highly prospective 362 km² land
package in Guyana.
o Amplified near-term growth profile with gold production increasing from 160 -190 koz in 2026 to
+700 koz with minimal additional risks and before factoring in Gurupi.
o Significantly accretive to net asset value per share (“ NAVPS”) based on the meaningful expected
synergies.
Benefits to G2 Shareholders
o Attractive premium of 72% based on GMIN’s and G2’s 30-day VWAPs on the TSX as at April 8, 2026,
respectively, before accounting for value of G3 SpinCo.
o 19.9% ownership in an emerging intermediate gold producer, with a strong track -record of value
creation and share price outperformance.
o Continued exposure to Oko -Ghanie’s future operational profile and exploration upside, coupled
with lower execution and funding risk and participation in potential upside in the combined
company including substantial synergies.
o GMIN’s balance sheet and strong free cash flow(4) generation from Tocantinzinho are expected to
self-fund development of the combined Oko Project.
o Significantly enhanced capital markets exposure and trading liquidity.
o Ownership of G3 SpinCo with C$45 million in funding and the CVR, providing continued exposure
to G2 management’s substantial exploration pedigree and the potential for future discoveries in
Guyana.
G3 SpinCo and CVR
G3 SpinCo will be funded with C$45 million of cash comprised of C$30 million from G2’s treasury and C$15
million from GMIN (the “Cash Transfer”). G2 shareholders will own 100% of G3 SpinCo which will continue
to own G2’s interest s in the Tiger Creek p roperty, the Peters Mine p roperty and Property B, providing G2
shareholders with continued exposure to highly prospective properties to be advanced by the G2 team.
As an additional source of value, given the unexplored potential of the Acquired Properties, G3 SpinCo will
be granted a CVR entitling it to potential future payments subject to certain terms in the event that the
Measured & Indicated Mineral Resources(1) (2) at the Acquired Properties exceeds 3.5 Moz. The CVR will have
a ten-year term and pay US$25 million for each 0.5 Moz of M easured & Indicated Mineral Resources(1) (2)
above 3.5 Moz, as set out in GMIN’s publicly disclosed annual statement of Mineral Resources and Mineral
Reserves, up to a maximum of 7.5 Moz.
Immediately prior to completion of the Transaction, G2 will complete the Cash Transfer and transfer of G3
SpinCo Properties to G3 in exchange for G3 SpinCo shares, which will be distributed to G2 shareholders on
the basis of 0.5 of a G3 SpinCo share for each G2 shares held immediately prior to the effective time of the
Transaction (the “Spin-Out”). The record date and payment date in connection with the Spin- Out will be
announced by G2 following receipt of shareholder and court approvals for the Transaction, which are
anticipated in June 2026.
Transaction Summary
The proposed Transaction will be completed pursuant to a plan of arrangement under the Canada Business
Corporations Act . The Transaction will require approval by at least 66 2/3% of the votes cast by the
shareholders of G2 at a special meeting of G2 shareholders (the “Special Meeting”).
In addition to the Transaction being subject to the approval of the shareholder s of G2 and the court, it is
also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature.
Subject to these conditions, t he Transaction is expected to be completed in Q 2 2026. The Arrangement
Agreement includes customary deal protections, including fiduciary -out provisions, non- solicitation
covenants, and the right to match any superior proposals. Additionally, a break fee of C$ 121 million is
payable to GMIN by G2 in certain circumstances if the Transaction is not completed.
Full details of the Transaction, including the Spin-Out, will be included in the G2 information circular to be
mailed to G2 shareholders in connection with the Special Meeting.
Voting Support Agreements
Certain shareholders of G2, which include, amongst others, directors and members of senior management
of G2 as well as Ithaki Limited, who in the aggregate own approximately 37% of G2’s outstanding common
shares, have entered into voting support agreements with GMIN pursuant to which they have agreed to
vote their common shares in favour of the Transaction.
Directors’ Recommendation
The Agreement has been unanimously approved by the Board of D irectors of G2 , after receiving the
unanimous recommendation of G2’s special committee of independent directors established for
considering the Transaction (the “Special Committee”). Both the Board of Directors and Special Committee
of G2 determined, after receiving financial and legal advic e, that the Transaction is in the best interest s of
G2 and that the terms and conditions are fair and reasonable to G2 shareholders, and the Board of Directors
of G2 unanimously recommends that G2 shareholders vote in favour of the Transaction.
ATB Cormark Capital Markets has provided a fairness opinion to the G2 Special Committee, and Canaccord
Genuity Corp. has provided a fairness opinion to the Board of Directors of G2, stating that as of the date
thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such
opinion, the consideration to be received by G2 shareholders pursuant to the Transaction is fair, from a
financial point of view, to such shareholders.
Advisors and Counsel
BMO Capital Markets and National Bank Capital Markets are acting as financial advisors to GMIN and its
Board of Directors. Blake, Cassels & Graydon LLP is acting as GMIN’s legal advisor.
ATB Cormark Capital Markets is acting as financial advisor to G2 and the Special Committee, and Canaccord
Genuity Corp. is acting as financial advisor to G2 and its Board of Directors. Cassels Brock & Blackwell LLP
is acting as G2’s legal advisor.
Conference Call and Webcast
G Mining Ventures and G2 Goldfields will conduct a joint conference call to discuss the Transaction on April
9th, 2026, at 8:30 a.m. Eastern Time. An accompanying presentation will be made available on the company’s
website at www.gmin.gold.
Participants may join the call using the following details:
o Conference ID: 5015321
o Toll-Free (North America): +1 (800) 715-9871
o International: +1 (646) 307-1963
o Webcast: https://edge.media-server.com/mmc/p/k8zxue8h/
The conference call will also be available via the Company’s investor relations website at:
https://investors.gmin.gold/English/events-and-presentations/default.aspx
Hosting this call will be Louis-Pierre Gignac, President and Chief Executive Officer of G Mining, who will be
joined by Daniel Noone, Chief Executive Officer of G2 Goldfields. A replay of the webcast will be available
for 12 months following the call. Replay details will be posted on the Company’s website within 24 hours at
the link above.
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 Proj ect. GMIN
trades on the TSX under the symbol “GMIN”.
About G2 Goldfields Inc.
G2 Goldfields Inc. finds and develops gold deposits in Guyana. The founders and principals of G2 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.