Core Viewpoint - G2 Goldfields Inc. has announced a non-brokered private placement of up to 15,000,000 common shares at a price of C$3.30 per share, aiming to raise up to C$49,500,000 for exploration and development in Guyana [1][2]. Group 1: Offering Details - The Offering is fully subscribed and expected to close in September 2025, pending customary conditions including Toronto Stock Exchange approval [2]. - Insiders are expected to subscribe for 325,000 shares, contributing C$1,072,500 to the gross proceeds [3]. - The Offering qualifies as a "related party transaction" under Multilateral Instrument 61-101, exempting the company from formal valuation and minority shareholder approval due to the participation not exceeding 25% of market capitalization [3]. Group 2: Financial Position and Future Plans - The completion of the Offering strengthens the company's financial position ahead of key milestones in Q4 2025, including an updated Mineral Resource Estimate (MRE) and Preliminary Economic Assessment (PEA) [3]. - The confidence of major shareholders highlights the quality of the company's assets and near-term strategy [3]. Group 3: Company Background - G2 Goldfields focuses on finding and developing gold deposits in Guyana, with a history of discovering over 10 million ounces of gold in the Guiana Shield [4]. - The company announced an Updated Mineral Resource Estimate for the Oko property in March 2025, detailing significant inferred and indicated resources [4][6].

Core Viewpoint - G2 Goldfields Inc. plans to spin out its non-core properties into a new entity, G3 Goldfields Inc., to unlock value for shareholders and focus on its primary OKO project in Guyana [1][2]. Spin-Out Details - The spin-out will involve transferring non-core assets and a cash amount to G3 through a plan of arrangement under the Canada Business Corporations Act [1]. - Each G2 shareholder will receive one share of G3 for every two shares of G2 held as of the effective date of the arrangement [3]. - The spin-out requires shareholder approval at a meeting scheduled for November 27, 2025, where a special resolution will be presented [4]. Regulatory and Listing Information - The completion of the arrangement is contingent upon G2 entering into an arrangement agreement and receiving necessary regulatory and court approvals, including from the Toronto Stock Exchange [5]. - G3 shares are intended to be listed on the Canadian Securities Exchange, subject to meeting all listing requirements [5]. Additional Information - Further details regarding the spin-out will be provided when G2 enters into the arrangement agreement and will be included in the management information circular to be filed in early November 2025 [6]. - G2 Goldfields focuses on gold exploration and development in Guyana, with a significant mineral resource estimate for the OKO property, including 513,500 ounces of inferred gold [7][9].