Announcement • Jul 29
G Mining Ventures Corp. (TSX:GMIN) completed the acquisition of G2 Goldfields Inc. (TSX:GTWO) from Ithaki Limited and others. G Mining Ventures Corp. (TSX:GMIN) entered into a definitive agreement to acquire G2 Goldfields Inc. (TSX:GTWO) from Ithaki Limited and others for approximately CAD 2.8 billion on April 9, 2026. G2 shareholders will receive 0.212 GMIN common shares for each G2 common share held. 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. 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. 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. In case of termination of transaction G2 Goldfields Inc. will pay a termination fee of CAD 121 million.
The transaction is subject to court approval, third party approval, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The Board of Directors of G2 Goldfields Inc. formed a special committee for the transaction. The deal has been unanimously approved by both the boards. The merger is expected to complete in Q2, 2026. On June 16, 2026, the transaction has been approved by the shareholders of G2 Goldfields Inc. The transaction is still subject to the satisfaction or waiver of the remaining customary closing conditions, including receipt of the approval of the Ontario Superior Court of Justice and is expected to close in July 2026. On June 22, 2026, the Ontario Superior Court of Justice has granted the final order in connection with the transaction. As of July 13, 2026, the parties are actively working through the remaining closing conditions, which are expected to be completed by the end of July 2026. Closing of the arrangement will follow shortly thereafter.
BMO Capital Markets and National Bank of Canada Financial Markets acted as financial advisor for G Mining Ventures Corp and its board of directors. Howard Levine and Patrick Menda of Blake, Cassels & Graydon LLP acted as legal advisor for G Mining Ventures Corp. ATB Cormark Capital Markets acted as financial advisor and fairness opinion provider for G2 Goldfields Inc and its special committee. Canaccord Genuity Corp. acted as financial advisor and fairness opinion provider for G2 Goldfields Inc and its board of directors. Jay Goldman, Lindsay Clements, Jasmine Qin, Zahra Nurmohamed, Tera Li Parizeau, and Davit Akman of Cassels Brock & Blackwell LLP acted as legal advisor for G2 Goldfields Inc. Thomas M. Rose, Shona Smith, Mark A. Goldsmith, Morgan Klinzing, and Joel M. Post of Troutman Pepper Locke LLP acted as legal advisors for G Mining Ventures Corp.
G Mining Ventures Corp. (TSX:GMIN) completed the acquisition of G2 Goldfields Inc. (TSX:GTWO) from Ithaki Limited and others on July 29, 2026. Post-closing, G Mining Ventures Corp. beneficially owns, or exercises control or direction over all of the issued and outstanding G2 Goldfields Shares such that G2 Goldfields has become a wholly-owned subsidiary of G Mining Ventures Corp. Valuation Update With 7 Day Price Move • Jun 13
Investor sentiment deteriorates as stock falls 30% After last week's 30% share price decline to CA$3.66, the stock trades at a trailing P/E ratio of 7.5x. Average trailing P/E is 10x in the Capital Markets industry in Canada. Total loss to shareholders of 39% over the past year. New Risk • Jun 12
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: CA$139.8m (US$100.0m) This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks High level of non-cash earnings (66% accrual ratio). Shareholders have been substantially diluted in the past year (90% increase in shares outstanding). Minor Risk Market cap is less than US$100m (CA$139.8m market cap, or US$100.0m). 
