G Mining Ventures announces acquisition of G2 Goldfield

BROSSARD, Quebec and TORONTO, April 09, 2026 (GLOBE NEWSWIRE) — 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 shared 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 property, Peters Mine 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.

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.

Key strategic, financial and operational advantages of the Transaction include:

• 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.
  • Once in production, the combined Oko Project has the potential to rank among the highest producing gold mines globally.
  • 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.
  • 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.
  • 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.
• 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.
  • 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.
  • GMIN does not expect any delays in first production in Guyana by combining the Oko West Project with the Oko-Ghanie Project.
  • 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.

• 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⁾
  • 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.
  • 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.
  • 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.

• Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with the fully permitted Oko West Project.
  • 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.
  • The terms and conditions of the existing Oko West Mineral Agreement are to be extended to cover the combined project.
  • 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.

• Combined company to be led by GMIN’s best-in-class management team with proven capability to develop, build, finance, and operate mines at the highest standards.
  • 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.
  • 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.
• 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 an undrawn US$350 million revolving credit facility.
  • GMIN’s balance sheet and strong free cash flow⁽⁴⁾ generation from Tocantinzinho are expected to self-fund development of the combined Oko Project.
  • 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 shareholders 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.”