GMIN.TO · 2023-01-30 12:00:00

G Mining Ventures Reports Adoption of New Omnibus Equity Incentive Plan

Share Capital & Compensation

G Mining Ventures Reports Adoption of New Omnibus Equity

Incentive Plan

TSXV

: GMIN

OTCQX

: GMINF

BROSSARD, QC

Jan. 30, 2023

/CNW/ -

G Mining Ventures Corp.

GMIN

" or the "

Corporation

") (TSXV: GMIN) (OTCQX:

GMINF) is pleased to announce that it has recently obtained conditional approval from the TSX Venture Exchange for the adoption of

a new omnibus equity incentive plan (the "

New Plan

"). As of the date hereof, the New Plan will replace the Corporation's current 2019

stock option plan (the "

2019 Plan

"). The Corporation intends to submit the New Plan for approval by its shareholders at its next annual

meeting.

Pursuant to the New Plan, the Corporation will be entitled to grant deferred share units, stock options, performance share units,

restricted share units and stock appreciation rights to employees, officers or directors of, or consultants to, the Corporation or any of

its subsidiaries, with the number of common shares issuable thereunder, together with the number of shares issuable under the 2019

Plan, not to exceed 7.5% of the total number of shares outstanding from time to time.

As of the date hereof, the Corporation currently has 8,822,888 options outstanding under the 2019 Plan. The Corporation intends for

those options to continue to be governed by the terms of the 2019 Plan. The Corporation will submit such awards for shareholder

approval at its next annual meeting.

In accordance with the Corporation's 2019 Plan, the Board of Directors granted, earlier today, to officers and employees of the

Corporation, an aggregate of 3,151,199 stock options of the Corporation (the "

Options

"), each Option conferring upon its holder the

right to purchase one common share in the capital of the Corporation (each a "

" and collectively, the "

"), for a following

period of five (5) years and for an exercise price for each Option is

C$0.80

per Share. The vesting terms are: one third (1/3) one (1)

year after the date of grant, one third (1/3) two (2) years after the grant, and one third (1/3) three (3) years after the grant.

In accordance with the Corporation's New Plan, the Board of Directors granted, earlier today, to:

directors of the Corporation, an aggregate of 900,000 Deferred Share Units of the Corporation (the "

DSUs

"), each DSU

conferring upon its holder the right to receive, without payment of any consideration, one Common Share or, at the Corporation's

option, a cash payment equal to the Fair Market Value (as defined in the Plan) of such Common Share (with the additional option

of receiving any combination of cash and Common Shares), the whole in accordance with Part 5 of the Plan; and

officers of the Corporation, an aggregate of 752,188 Restricted Share Units of the Corporation (the "

RSUs

"), each RSU

conferring upon its holder the right to receive, without payment of any consideration, one Common Share or, at the Corporation's

option, a cash payment equal to the Fair Market Value (as defined in the Plan) of such Common Share (with the additional option

of receiving any combination of cash and Common Shares), the whole in accordance with Part 8 of the Plan.

The vesting terms are:

for DSUs

: upon the DSU holder ceasing to act in capacity of director of the Corporation, but not earlier than the first anniversary

of the date of grant; and

for RSUs

: one third (1/3) the first anniversary of the date of grant, one third (1/3) the second anniversary of the date of grant, and

one third (1/3) the third anniversary of the date of grant.

About G Mining Ventures Corp.

G Mining Ventures Corp. (TSXV: GMIN) (OTCQX: GMINF) is a mining company engaged in the acquisition, exploration and

development 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 by its flagship Tocantinzinho Gold Project in mining friendly and prospective Pará State,

Brazil

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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 statements contained in this press release include, without limitation:

those related to obtaining the requisite shareholder approval of the New Plan at the Corporation's next annual meeting; and

more generally, the contents of the above section entitled "About G Mining Ventures Corp.".

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 the Corporation's other filings with the securities regulators of

Canada

including, but not limited to, the cautionary

statements made in the relevant sections of the Corporation's (i) Annual Information Form dated

June 3, 2022

, for the financial year

ended

December 31, 2021

, and (ii) Management Discussion & Analysis. The Corporation cautions that the foregoing list of factors

that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. The Corporation

disclaims 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.

View original content:

https://www.prnewswire.com/news-releases/g-mining-ventures-reports-adoption-of-new-omnibus-equity-incentive-plan-301734034.html

SOURCE

G Mining Ventures Corp

View original content:

http://www.newswire.ca/en/releases/archive/January2023/30/c7218.html

%SEDAR: 00047725E

For further information:

For further information on GMIN, please visit the website at www.gminingventures.com or contact: Jessie

Liu-Ernsting, Vice President, Investor Relations and Communications, 647.728.4176, [email protected]

CO: G Mining Ventures Corp

CNW 18:59e 30-JAN-23

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