G2 Goldfields Receives Court Approval for Arrangement With G Mining and Spin-Out of G3 Goldfields

About this update from G2 Goldfields, Inc.

TORONTO, June 22, 2026 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (“G2” or the “Company”) (TSX:GTWO; OTCQX:GUYGF) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the Company’s plan of arrangement (the “Arrangement”) involving G2, G Mining Ventures Corp. (“GMIN”), and G3 Goldfields Inc. (“G3”) whereby GMIN will, among other things, acquire all of the issued and outstanding common shares of G2 (the “G2 Shares”) and G2 will complete the spin-out of G3 (the “Spin-Out”). Pursuant to the Arrangement, holders of G2 Shares will receive 0.212 of a common share of GMIN and 0.5 of a common share of G3 for each G2 Share held as of the close of business on the business day immediately prior to the Effective Date (the “Consideration”). Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close in July 2026 (such date to be announced by the Company and referred to herein as the “Effective Date”). Following closing of the Arrangement, the G2 Shares are expected to be de-listed from the Toronto Stock Exchange and will cease to be quoted on the OTCQX. G2 will also apply to cease to be a reporting issuer under applicable Canadian securities laws. Additional details of the Arrangement are more fully described in the management information circular of the Company dated May 12, 2026 (the “Circular”), which is available under G2’s profile on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the Circular in respect of the procedure for receiving the Consideration for their G2 Shares following the Effective Date. Registered shareholders (your G2 Shares are held in physical form or you have 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 (your G2 Shares are held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving the Consideration for such G2 Shares, which are expected to be distributed to the applicable intermediaries through CDS Clearing and Depository Services Inc. within approximately three business days following the Effective Date. G3 ha...

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