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. New Risk • Jun 13
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: €86.1m (US$99.6m) 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 (€86.1m market cap, or US$99.6m). Reported Earnings • May 28
First quarter 2026 earnings released: CA$0.29 loss per share (vs CA$0.084 profit in 1Q 2025) First quarter 2026 results: CA$0.29 loss per share (down from CA$0.084 profit in 1Q 2025). Net loss: CA$5.92m (down CA$7.11m from profit in 1Q 2025). Announcement • Apr 09
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. 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. In case of termination of transaction G2 Goldfields Inc,will pay a termination fee of CAD 121 million. 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 transaction is subject to subject to court 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.
BMO Capital Markets and National Bank of Canada Financial Markets acted as financial advisor for G Mining Ventures Corp and its board of directors. Blake, Cassels & Graydon LLP acted as legal advisor for G Mining Ventures Corp. ATB Cormark Capital Markets acted as financial advisor for G2 Goldfields Inc and its special committee. Canaccord Genuity Corp. acted as financial advisor for G2 Goldfields Inc and its board of directors. Cassels Brock & Blackwell LLP acted as legal advisor for G2 Goldfields Inc. Announcement • Apr 07
Northfield Capital Corporation announced that it has received CAD 0.042968 million in funding Northfield Capital Corporation a non-brokered private placement of 8,263 Class B multiple voting shares at a price of CAD 5.20 per Class B Share for gross proceeds of CAD 42,967.6 on April 6, 2026. The transaction included participation from an insider Robert Cudney, the President, Chief Executive Officer and a director of the Corporation. The Class B Shares were issued in accordance with the resolutions of the shareholders of the Corporation passed at the meeting of shareholders of the Corporation held in December 1986, which authorized the board of directors of the Corporation (the "Board") to issue additional Class B Shares to Cudney at an issue price equal to the market price of the Class A Shares on the day before the Board approves such issuance. The Class B Shares issued to Mr. Cudney are subject to a hold period of four months plus one day from the date of closing of the Class B Share Issue. Immediately prior to the closing of the Class B Share Issue (the "Closing"), Mr. Cudney beneficially owned and exercised control
and direction over an aggregate of 5,267,541 Class A Shares (of which an aggregate of 2,984,738 Class A Shares were owned by
Mr. Cudney directly and an aggregate of 2,282,803 Class A Shares were owned by Cudney Stables Inc. ("Cudney Stables"), an
entity owned by Mr. Cudney), an aggregate of 27,148 Class B Shares, and convertible securities of Northfield entitling Mr.
Cudney to acquire an additional 479,363 Class A Shares, representing (i) approximately 19.5% of the number of issued and
outstanding Class A Shares. Immediately following the Closing, Mr. Cudney, together with Cudney Stables, beneficially own and exercise control and
direction over an aggregate of 5,267,541 Class A Shares (of which an aggregate of 2,984,738 Class A Shares are beneficially
owned by Mr. Cudney, and an aggregate of 2,282,803 Class A Shares are beneficially owned by Cudney Stables), an aggregate of
35,411 Class B Shares, and convertible securities entitling Mr. Cudney to acquire an additional 479,363 Class A Shares,
representing (i) approximately 19.5% of the number of issued and outstanding Class A Shares. 
