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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 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.

Highlights

• 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.
• 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. 
• 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⁾ 
• Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with the fully permitted Oko West Project. 
• 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.
• 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.
• Delivers substantial upfront premium to G2 shareholders and significant NAVPS accretion to GMIN shareholders from meaningful expected synergies.  

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.

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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.

Terms

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 (additional details below).

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Exchange Ratio

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.

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