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, 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.

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.