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G Mining Ventures Corp. M&A Activity 2026

Apr 17, 2026

48538_rns_2026-04-17_317aa081-2f0f-437b-987c-eb24e302b137.pdf

M&A Activity

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Form 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

G Mining Ventures Corp. ("GMIN") 2000, rue de l'Éclipse, 5th Floor, Suite 500 Brossard, Québec J4Z 0S2

Item 2. Date of Material Change

April 9, 2026

Item 3. News Release

A joint news release with respect to the material change referred to in this report was issued and disseminated through Globe Newswire on April 9, 2026 (the "News Release"), and subsequently filed on GMIN's SEDAR+ profile at www.sedarplus.ca. The News Release is attached hereto as Schedule A.

Item 4. Summary of Material Change

On April 9, 2026, GMIN entered into an arrangement agreement (the "Agreement") with G2 Goldfields Inc. ("G2", and together with GMIN, the "Principal Parties") and G3 Goldfields Inc. ("Spinco"), pursuant to which GMIN will acquire all of the issued and outstanding shares of G2 (the "G2 Shares") through a court-approved plan of arrangement (the "Plan of Arrangement") under section 192 of the Canada Business Corporations Act (the "Arrangement").

Pursuant to the terms of the Agreement, among other things, upon closing of the Arrangement (the "Closing"), each holder of G2 Shares ("G2 Shareholder") will be entitled to receive 0.212 (the "Exchange Ratio") of a common share in the capital of GMIN (each whole share, a "GMIN Share") and 0.5 of a common share in the capital of Spinco (each whole share, a "Spinco Share") in exchange for each G2 Share held immediately prior to Closing. Upon Closing, existing shareholders of GMIN and of G2 will own approximately 80.1% and 19.9% of GMIN, respectively, and G2 Shareholders will own 100% of the outstanding Spinco Shares.

Spinco is a newly created gold explorer that will hold interests in the Tiger Creek property, Peters Mine property and Property B (collectively, the "Spinco Properties"), being all remaining G2 properties other than Oko-Ghanie, Amsterdam, Aremu Partnership and Aremu Mine, Property A, and the Ghanie Medium Scale Mining Permit to be acquired by GMIN under the Arrangement (collectively, the "Acquired Properties").

In addition, Spinco will be funded with C$45 million of cash comprised of C$30 million from G2's treasury and C$15 million from GMIN (the "Cash Transfer"). Spinco will also be granted a contingent value right ("CVR") entitling it to potential future payments subject to certain terms in the event that the Measured and Indicated Mineral Resources(1)(2) at the Acquired Properties exceeds 3.5 Moz. The CVR will have a ten-year term and pay US$25 million for each 0.5 Moz of Measured and Indicated Mineral Resources(1)(2) above 3.5 Moz, as set out in GMIN's publicly disclosed annual statement of Mineral Resources and Mineral Reserves, up to a maximum of 7.5 Moz.

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Item 5. Full Description of Material Change

Agreement

On April 9, 2026, GMIN, G2 and Spinco entered into the Agreement. The below description of the Arrangement, the Agreement, the Voting Support Agreements (as defined below), the CVR and other related matters is a summary only and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement (including the Plan of Arrangement attached thereto), the CVR and the Voting Support Agreements. Copies of the Agreement and the Voting Support Agreements have been filed on GMIN's SEDAR+ profile and are available for viewing at www.sedarplus.ca. The representations, warranties and covenants contained in the Agreement and the Voting Support Agreements were made only for purposes of each such agreement and as of specific dates, were solely for the benefit of the parties to the Agreement and the Voting Support Agreements, as applicable, may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement and the Voting Support Agreements, as applicable, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors and securityholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of G2 or GMIN or any of their subsidiaries or affiliates. Unless indicated otherwise, references to "Sections", "Articles" or "Schedules" are to the applicable provisions in the Agreement and capitalized terms used but not otherwise defined shall have the meanings specified in the Agreement.

Arrangement

Subject to the terms and conditions of the Agreement and the Plan of Arrangement, at the time (the "Effective Time") the Arrangement becomes effective on the Effective Date, GMIN will acquire all of the issued and outstanding G2 Shares. In consideration for each G2 Share held, G2 Shareholders will receive 0.212 of a GMIN Share and 0.5 of a Spinco Share. The Exchange Ratio implies an offer price of C$10.84 per G2 Share (excluding the value of Spinco) based on the closing price of the GMIN Shares on the Toronto Stock Exchange (the "TSX") as of April 8, 2026 and a premium of 72% based on the 30-day volume weighted average prices of GMIN Shares and G2 Shares on the TSX as of the same date. The fully diluted in-the-money equity value of the Arrangement (excluding the value of Spinco) is estimated to be approximately C$3.0 billion.

The Arrangement is expected to be completed in Q2 2026, subject to satisfaction of a number of conditions, including, among others, approval of at least 66²/³% of the votes cast by G2 Shareholders at a special meeting of G2 Shareholders (the "Meeting"), and court and TSX approvals and other closing conditions customary in transactions of this nature.

Fairness Opinions and Board Recommendations

ATB Cormark Capital Markets has provided a fairness opinion to the special committee (the "Special Committee") of the board of directors of G2 (the "G2 Board"), and Canaccord Genuity Corp. has provided a fairness opinion to the G2 Board, each stating that as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by G2 Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the G2 Shareholders.

The Agreement has been unanimously approved by the G2 Board, after receiving the unanimous recommendation of the Special Committee. Both the G2 Board and Special Committee determined, after receiving financial and legal advice, that the Arrangement is in the best interests of G2 and that

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its terms and conditions are fair and reasonable to G2 Shareholders, and the G2 Board unanimously recommends that G2 Shareholders vote in favour of the Arrangement.

Representations and Warranties and Ordinary Course of Business Covenants

The Agreement contains customary representations and warranties made by each of GMIN and G2, and also contains customary covenants, including, among others, agreements by each of GMIN and G2 to, until the earlier of the Effective Time and the time that the Agreement is terminated in accordance with its terms: (i) conduct its business and operations in the ordinary course of business consistent with past practice; (ii) use commercially reasonable efforts to maintain and preserve its business organization, assets, goodwill and properties; and (iii) not engage in certain kinds of transactions or take certain actions during this period without the prior written consent of the other Principal Party.

Non-Solicitation and Right to Match

The Agreement contains non-solicitation restrictions that, among other things, restrict the ability of G2 to: (i) solicit, assist, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of G2 or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries, proposals or offers whatsoever that constitute or which may reasonably be expected to constitute or lead to, or is related to, an Acquisition Proposal; (ii) engage or participate in any discussions or negotiations with any Person (other than GMIN or its Representatives) regarding an Acquisition Proposal or any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, provided that, for greater certainty, G2 may communicate and participate in discussions with a Person making an unsolicited Acquisition Proposal for the purpose of (A) advising any Person of the existence of, and restrictions under, the Agreement, (B) clarifying the terms of any such proposal in order to determine if it constitutes or may reasonably be expected to result in a Superior Proposal; and (C) advising any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the G2 Board has so determined; (iii) make a Change in Recommendation (as defined below); or (iv) accept, enter into, or publicly propose to accept, or enter into, any agreement, understanding or arrangement or other contract (other than an Acceptable Confidentiality Agreement (as defined below)) related to any Acquisition Proposal.

G2 shall promptly notify GMIN, at first orally and then in writing within 24 hours following the date it receives or becomes aware of an Acquisition Proposal or any inquiry, proposal or offer that relates to or that constitutes or could lead to an Acquisition Proposal (or any request for copies of, access to, or disclosure of, any non-public or confidential information relating to G2), in each case in connection with a potential Acquisition Proposal. Such notice shall, to the extent permitted by the terms of an applicable confidentiality agreement entered into prior to the date of the Agreement, indicate the identity of all Persons making such proposal, inquiry, offer or request and include a copy of the Acquisition Proposal and all documents, material or correspondence or other material received in respect of, from or on behalf of any such Persons, and such other material terms and conditions of the Acquisition Proposal known by G2. G2 shall keep GMIN fully informed on a current basis of the status and any material developments, including any change to the material terms, of such inquiry, proposal, offer or request and shall respond promptly to all reasonable inquiries by GMIN with respect thereto and shall, to the extent permitted by the terms of an applicable confidentiality agreement entered into prior to the date of the Agreement, provide copies of any documents, materials or correspondence if in writing or in electronic form, and if not in writing or electronic form, a description of the terms of any material discussions between G2 or any of its Representatives and any Persons making any such Acquisition Proposal, as applicable.

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To the extent G2 is subject to a confidentiality agreement entered into with any Persons prior to the date of the Agreement that restricts the disclosure required to be made to GMIN pursuant to Article 7, as a condition to engaging further with such Person, G2 shall confirm with such Person that such restrictions are waived to the extent required to permit all of the disclosure required to be made to GMIN under Section 7.2.

Notwithstanding any provisions of the Agreement or of any other agreement between G2 and GMIN, if at any time following the date of the Agreement and prior to obtaining the Shareholder Approval at the Meeting, G2 receives a bona fide written Acquisition Proposal, G2 and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records with respect to G2 or its subsidiaries, if and only if: (i) the G2 Board determines in good faith, following consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its financial and outside legal advisors, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (ii) such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with G2 or its subsidiaries; (iii) the Acquisition Proposal did not arise as a result of a violation, in any material respect, of Article 7 [Additional Covenants]; and (iv) prior to providing copies of, access to or disclosure of confidential information with respect to G2 or its subsidiaries, G2 enters into a confidentiality and standstill agreement with such Person (or confirms it has previously entered into such an agreement which remains in effect) on terms that are not materially less restrictive to such Person and its affiliates and Representatives than the confidentiality and standstill provisions contained in the Confidentiality Agreement (provided that nothing in such agreement shall be required to prevent such Person from making an Acquisition Proposal or Superior Proposal) (an "Acceptable Confidentiality Agreement"). Promptly, and in any event within 24 hours following the execution of an Acceptable Confidentiality Agreement, G2 shall provide GMIN with a copy of such Acceptable Confidentiality Agreement; G2 shall also contemporaneously provide to GMIN any non-public information concerning G2 that is provided to such Person which was not previously provided to GMIN or its Representatives.

Under the Agreement, if G2 receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Shareholder Approval at the Meeting, G2 may make a Change in Recommendation or terminate the Agreement to approve, accept or enter into a binding written agreement with respect to such Superior Proposal, if and only if: (i) it has provided GMIN with written notice (a "Superior Proposal Notice") that the G2 Board has determined that such Acquisition Proposal constitutes a Superior Proposal and of the intention the G2 Board to make a Change in Recommendation or to enter into a binding written agreement with respect to such Superior Proposal; (ii) the Superior Proposal Notice specifies the value or range in financial terms that the G2 Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered pursuant to the Arrangement and the Superior Proposal; (iii) it has provided GMIN with a copy of the proposed written agreement for the Superior Proposal and all supporting materials containing the material terms and conditions of the Superior Proposal, including any financing documents subject to standard confidentiality provisions supplied to G2 in connection therewith; (iv) at least five Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which GMIN received the Superior Proposal Notice and the date on which GMIN received all the materials set forth in Section 7.3(a)(iii) [Superior Proposal]; (v) during any Matching Period, GMIN has had the opportunity, but not the obligation, to offer to amend the terms of the Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and (vi) after the Matching Period, the G2 Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement

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and the Plan of Arrangement as proposed to be amended by GMIN under Section 7.4(a) [Right to Match]) and that the failure by the G2 Board to take such action would be inconsistent with its fiduciary duties.

Conditions Precedent to the Consummation of the Agreement

Mutual Conditions Precedent

The obligations of GMIN, G2 and Spinco to complete the transactions contemplated by the Agreement, including the Arrangement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may be waived, in whole or in part, only with the mutual consent of GMIN and G2:

(a) the Shareholder Approval shall have been obtained at the Meeting in accordance with the Interim Order;

(b) the Interim Order and the Final Order shall each have been obtained on terms consistent with the Agreement;

(c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement;

(d) the Corporation Class A Shares, GMIN Consideration Shares and Spinco Consideration Shares to be issued under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; and

(e) the Stock Exchange Approval shall have been obtained.

Additional Conditions Precedent to the Obligations of GMIN

The obligations of GMIN to complete the transactions contemplated by the Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of GMIN and may be waived by GMIN in whole or in part in its sole discretion):

(a) all covenants of G2 under the Agreement to be performed on or before the Effective Date shall have been duly performed by G2 in all material respects, and GMIN shall have received a certificate of G2, addressed to GMIN and dated the Effective Date, signed by a senior executive officer of G2 (on behalf of G2 and without personal liability), confirming the same as at the Effective Date;

(b) (i) the representations and warranties of G2 set forth in Sections (b) of Schedule C, [Organization and Qualification; Subsidiaries], (c) of Schedule C [Authority Relative to this Agreement], (g) of Schedule C [Capitalization] and (h) of Schedule C [Ownership of Subsidiaries] shall be true and correct in all respects as of the date of the Agreement and as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except for such failures to be so true and correct that are de minimis (disregarding for such purposes any materiality or Material Adverse Effect or other similar concepts of materiality qualifications contained in any such

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representation or warranty); and (ii) all other representations and warranties of G2 set forth in the Agreement shall be true and correct in all respects (disregarding for such purpose any materiality, Material Adverse Effect or other similar concepts of materiality qualification contained in any such representation or warranty) as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except in the case of this clause (ii) where the failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of G2, and GMIN shall have received a certificate of G2 addressed to GMIN and dated the Effective Date, signed by a senior executive officer of G2 (on behalf of G2 and without personal liability), confirming the same as at the Effective Date;

(c) since the date of the Agreement, there shall not have occurred any Material Adverse Effect in respect of G2, and G2 shall have provided to GMIN a certificate of a senior executive officer of G2 (on behalf of G2 and without personal liability) certifying the same as at the Effective Date;

(d) holders of no more than 5% of the total issued and outstanding G2 Shares shall have validly exercised Dissent Rights (and not withdrawn such exercise);

(e) G2 and Spinco shall have complied with their obligations under Section 2.10(b) [Payment of Consideration] and the Depositary shall have confirmed receipt of the Spinco Consideration Shares contemplated thereby;

(f) all outstanding Corporation Options shall be conditionally exercised or surrendered and terminated in accordance with the Option Election Agreements and G2 Optionholders shall have remitted to G2, in addition to the aggregate exercise price of G2 Options, if applicable, cash in an amount equal to the amount of Taxes, if any, required to be remitted by G2 in connection with such exercise or surrender and termination, or made other arrangements as contemplated herein or satisfactory to GMIN to satisfy the amounts to be remitted in connection with the exercise or surrender of G2 Options from amounts otherwise owing to G2 Optionholders by G2 in connection with the completion of the Arrangement; and

(g) the Required Confirmations shall have been obtained.

Additional Conditions Precedent to the Obligations of G2

The obligations of G2 to complete the transactions contemplated by the Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of G2 and may be waived by G2 in whole or in part in its sole discretion):

(a) all covenants of GMIN under the Agreement to be performed on or before the Effective Date shall have been duly performed by GMIN in all material respects, and G2 shall have received a certificate of GMIN addressed to G2 and dated the Effective Date, signed by a senior executive officer of GMIN (on behalf of GMIN and without personal liability), confirming the same as at the Effective Date;

(b) (i) the representations and warranties of GMIN set forth in Sections (a) of Schedule D [Organization and Qualification; Subsidiaries], (b) of Schedule D [Authority Relative to this Agreement] and (f) of Schedule D [Capitalization] shall be true and correct in all respects

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as of the date of the Agreement and as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except for such failures to be so true and correct that are de minimis and (ii) all other representations and warranties of GMIN set forth in the Agreement shall be true and correct in all respects (disregarding for such purpose any materiality, Material Adverse Effect or other similar concepts of materiality qualifications contained in any such representation or warranty) as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except in the case of this clause (ii) where the failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of GMIN, and G2 shall have received a certificate of GMIN addressed to G2 and dated the Effective Date, signed by a senior executive officer of GMIN (on behalf of GMIN and without personal liability), confirming the same as at the Effective Date; and

(c) since the date of the Agreement, there shall not have occurred any Material Adverse Effect in respect of GMIN, and GMIN shall have provided to G2 a certificate of a senior executive officer of GMIN (on behalf of GMIN and without personal liability) certifying the same as at the Effective Date.

Termination

The Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of GMIN and G2;

(b) by either GMIN or G2, if:

(i) the Effective Date shall not have occurred on or before the Outside Date, except that the right to terminate the Agreement under this section shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

(ii) after the date of the Agreement, there shall be enacted or made any applicable Law or there shall exist any injunction or court order that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins either G2 or GMIN from consummating the Arrangement and such Law, injunction or court order shall have become final and non-appealable; except that the right to terminate the Agreement under this section shall not be available to a Principal Party whose failure to fulfill any of its obligations or breach of any of its representations or warranties under the Agreement shall have been a material cause of the occurrence or continuation of the occurrence of such restraint or illegality;

(iii) the Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order; or

(c) by GMIN, if:

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(i) prior to obtaining the Shareholder Approval, (1) the G2 Board (A) fails to unanimously recommend or withdraws, amends or modifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to GMIN, the Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position, in each case, with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) accepts, approves, executes or enters into, or publicly proposes to accept, approve, execute or enter into, any agreement, letter of intent, agreement in principle or understanding in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement), or (D) fails to affirm publicly and without qualification the Board Recommendation within five Business Days following the written request of GMIN to provide such reaffirmation, acting reasonably, provided that if such request is made fewer than five Business Days prior to the GMIN Meeting then, notwithstanding the foregoing, the G2 Board in receipt of such request shall make such affirmation as soon as practicable prior to the GMIN Meeting, it being further agreed that no such request for such affirmation shall be made except once per publicly announced Acquisition Proposal or material modification of such Acquisition Proposal ((A) through (D) each, a “Change in Recommendation”), or (2) G2 wilfully breaches Article 7 [Additional Covenants] in any material respect;

(ii) subject to Section 6.5 [Notice and Cure Provisions], any breach of any representation or warranty or failure to perform any covenant or obligation on the part of G2 under the Agreement occurs that would cause any condition in Section 6.2(a) [Corporation Covenants Condition] or Section 6.2(b) [Corporation Representations and Warranties Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.5 [Notice and Cure Provisions]; provided, however, that GMIN is not then in breach of the Agreement so as to cause any of the conditions set forth in Section 6.3(a) [GMIN Covenants Condition] or Section 6.3(b) [GMIN Representations and Warranties Condition] not to be satisfied; or

(iii) there shall occur after the date of the Agreement any change, effect, event, circumstance or fact that constitutes a Material Adverse Effect in respect of G2.

(d) by G2, if:

(i) subject to Section 6.5 [Notice and Cure Provisions], any breach of any representation or warranty or failure to perform any covenant or obligation on the part of GMIN under the Agreement occurs that would cause any condition in Section 6.3(a) [GMIN Covenants Condition] or Section 6.3(b) [GMIN Representations and Warranties Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.5 [Notice and Cure Provisions]; provided, however, that G2 is not then in breach of the Agreement so as to cause any of the conditions set forth in Section 6.2(a) [Corporation Covenants Condition] or Section 6.2(b) [Corporation Representations and Warranties Condition] not to be satisfied;

(ii) prior to obtaining the Shareholder Approval, the G2 Board authorizes G2 to enter

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into a definitive binding written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 7.1(c)(iv) [Non-Solicitation]) with respect to a Superior Proposal in accordance with Section 7.4 [Right to Match], provided G2 is then in compliance with Article 7 [Additional Covenants], and that prior to or concurrent with such termination, G2 pays the Termination Fee (as defined below) in accordance with Section 8.3 [Termination Fee]; or

(iii) there shall occur after the date of the Agreement any change, effect, event, circumstance or fact that constitutes a Material Adverse Effect in respect of GMIN.

The Principal Party desiring to terminate the Agreement pursuant to Section 8.2 [Termination] (other than pursuant to Section 8.2(a) [Termination by Mutual Agreement]) shall give notice of such termination to the other Principal Party.

Termination Fees and Expenses

GMIN shall be entitled to a fee of C$121,000,000 (the “Termination Fee”) upon the occurrence of any of the following events (each, a “Termination Fee Event”) which shall be paid by G2 to GMIN within the time specified below in respect of each such Termination Fee Event:

(i) the Agreement is terminated by GMIN pursuant to Section 8.2(c)(i) [Change in Recommendation], in which case the Termination Fee shall be paid on or prior to the first Business Day following such termination;

(ii) the Agreement is terminated by either Principal Party pursuant to Section 8.2(b)(iii) [No Shareholder Approval] or Section 8.2(b)(i) [Outside Date] or by GMIN pursuant to Section 8.2(c)(ii) [Breach of Representations or Warranties or Failure to Perform Covenants by the Corporation], but only if, in the case of this clause:

(A) following the date of the Agreement and prior to the earlier of the termination of the Agreement or the holding of the Meeting, an Acquisition Proposal with respect to G2 shall have been publicly announced or otherwise publicly disclosed by any Person (other than GMIN and its subsidiaries);

(B) such Acquisition Proposal has not expired or been publicly withdrawn at least five Business Days prior to the Meeting; and

(C) within 12 months following the date of such termination, (1) an Acquisition Proposal is consummated by G2 (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (A) above) or (2) G2 and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the G2 Board approves or recommends, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (A) above) and at any time thereafter, such Acquisition Proposal is later consummated (whether or not within 12 months after such termination);

provided, however, that for the purposes of this clause, all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; and in which case

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the Termination Fee shall be payable on or prior to the consummation of the applicable transaction referred to therein;

(iii) the Agreement is otherwise validly terminated by either Principal Party, as applicable, pursuant to Sections 8.2(b)(i) [Outside Date], 8.2(b)(ii) [Change in Law], 8.2(b)(iii) [No Shareholder Approval], 8.2(c)(ii) [Breach of Representations or Warranties or Failure to Perform Covenants by the Corporation] or 8.2(c)(iii) [Material Adverse Effect], if at such time GMIN is entitled to terminate the Agreement pursuant to Section 8.2(c)(i) [Change in Recommendation], in which case the Termination Fee shall be paid as soon as practical and in any event before the second Business Day following such termination; or

(iv) the Agreement is terminated by G2 pursuant to Section 8.2(d)(ii) [Superior Proposal], in which case the Termination Fee shall be paid prior to or concurrent with such Termination Fee Event.

Except as otherwise provided for in the Agreement, all fees, costs and expenses incurred in connection with the Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

Spinco and Contingent Value Right

Spinco will be funded with the Cash Transfer. In addition, Spinco will be granted a CVR entitling it to potential future payments subject to certain terms in the event that the Measured and Indicated Mineral Resources$^{(1)(2)}$ at the Acquired Properties exceeds 3.5 Moz. The CVR will have a ten-year term and pay US$25 million for each 0.5 Moz of Measured and Indicated Mineral Resources$^{(1)(2)}$ above 3.5 Moz, as set out in GMIN's publicly disclosed annual statement of Mineral Resources and Mineral Reserves, up to a maximum of 7.5 Moz.

Immediately prior to completion of the Arrangement, the Cash Transfer and the transfer of the Spinco Properties to Spinco will be completed and the Spinco Shares will be issued and subsequently distributed to G2 Shareholders on the basis of 0.5 of a Spinco Share for each G2 Share held immediately prior to the Effective Time.

Voting Support Agreements

In connection with the execution of the Agreement, each of the directors and senior officers of G2 as well as Ithaki Limited entered into voting support agreements (the "Voting Support Agreements") pursuant to which, among other things, they agreed, in their capacities as securityholders and not in their capacities as directors or officers of G2, as applicable, to vote the shares held by them in favour of the Arrangement at the Meeting. In total, approximately 37% of the G2 Shares are subject to the Voting Support Agreements. The Voting Support Agreements will generally terminate if, among other things, the Agreement is terminated in accordance with its terms or the Consideration is modified in any manner that is adverse to the securityholders party thereto without their prior consent.

Interim Order, Shareholder Meetings and Timing

In accordance with the Agreement, G2 has agreed to make an application to the Court for the Interim Order approving the Arrangement. The Interim Order is expected to contain directions with respect to the Arrangement and the calling and conduct of the Meeting. In addition to the Arrangement being subject to the approval of the G2 Shareholders and the court, it is also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to these

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conditions, the Arrangement is expected to be completed in Q2 2026. The Agreement provides that the outside date for completion of the Arrangement is September 30, 2026, or such later date as may be agreed to by GMIN, G2 and Spinco in writing.

Following the completion of the Arrangement, the G2 Shares are expected to be delisted from the TSX.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

Louis-Pierre Gignac President and Chief Executive Officer 450-465-1950

Item 9. Date of Report

April 17, 2026

Cautionary Statement on Forward Looking Information

This material change report contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and are based on the expectations, estimates and projections of management of GMIN as of the date of this material change report unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this material change report contains forward-looking statements and information concerning: the ability of GMIN and G2 to satisfy the conditions to, and to complete, the Arrangement; the timing and anticipated receipt of required regulatory, Court and securityholder approvals for the Arrangement; the holding of the Meeting; the listing of the GMIN Shares issued pursuant to the Arrangement on the TSX; and the closing of the Arrangement.

Forward-looking statements in this material change report are based on certain key expectations and assumptions made by GMIN, including expectations and assumptions concerning: the time required to prepare and mail securityholder meeting materials, including the information circular of G2; the ability of the parties to receive, in a timely manner, the necessary regulatory, Court, securityholder, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; future debt ratings; the sufficiency of budgeted capital expenditures in carrying out planned activities and the availability and cost of labour and services. Although GMIN believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because GMIN can give no assurance that they will prove to be correct.

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Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which GMIN operates in general such as: general global economic, market and business conditions; weather conditions including impacts from regional flooding and/or drought conditions; the price for gold may vary from what is currently anticipated; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof, and political risks, including civil unrest, actions by armed groups or conflict, relationships with employees, customers, business partners, and competitors; diversion of management time on the Arrangement; and other risk factors detailed from time to time in reports filed by GMIN with the Canadian securities regulatory authorities. There are also risks that are inherent in the nature of the Arrangement, including: failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; incorrect assessments of the values of the other entity; and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). Risks and uncertainties inherent in the nature of the Arrangement include the failure of GMIN or G2 to obtain, as applicable, the necessary securityholder, regulatory, Court and other third-party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of GMIN or G2 to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.

All of the forward-looking statements made in this material change report are qualified by these cautionary statements and those made in GMIN's other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in (A) the relevant sections of GMIN's (i) annual information form dated March 25, 2026, for the financial year ended December 31, 2025 and (ii) management's discussion and analysis for the financial year ended December 31, 2025, and (B) the News Release.

The forward-looking statements and information contained in this material change report are made as of the date hereof and GMIN undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

(1) GMIN’s technical report entitled “Feasibility Study – NI 43-101 Technical Report, Oko West Project”, with an effective date of April 28, 2025.

(2) G2’s technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment (PEA) on the Oko Gold Project in the Co-operative Republic of Guyana, South America” with an effective date of December 8, 2025.

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SCHEDULE A

NEWS RELEASE

[See attached.]

MINING VENTURES

G2GoldfieldsInc. WHERE GRADE MATTERS

G Mining Ventures Announces Uniquely Synergistic Acquisition of G2 Goldfields, Creating a Tier-One Gold Mining Hub in Guyana and One of the Largest, Lowest-Cost Gold Operations in the Americas

  • Delivers district-scale consolidation by combining GMIN's Oko West Project and G2's Oko-Ghanie Project into a single, highly synergistic, Tier-1, Oko Project.
  • Combines anticipated LOM average gold production of approximately 350 koz⁽¹⁾ from GMIN's Oko West Project and 228 koz⁽²⁾ from G2's Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis.
  • Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting.⁽³⁾
  • Accelerates and simplifies the Oko-Ghanie Project's permitting timeline by combining with the fully permitted Oko West Project.
  • Combined company to be led by GMIN's best-in-class management team with proven capability to develop, build, finance, and operate mines at the highest standards.
  • Greater access to capital through GMIN's robust free cash flow⁽⁴⁾ from the Tocantinzinho mine in Brazil, US$288⁽⁵⁾ million cash on hand, and access to an undrawn US$350 million revolving credit facility.
  • Delivers substantial upfront premium to G2 shareholders and significant NAVPS accretion to GMIN shareholders from meaningful expected synergies.

BROSSARD, Quebec and TORONTO, Ontario, April 9, 2026 - G Mining Ventures Corp. ("GMIN") (TSX: GMIN, OTCQX:GMINF) and G2 Goldfields Inc. ("G2") (TSX: GTWO, OTCQX: GUYGF) are pleased to announce that they have entered into a definitive agreement (the "Agreement") whereby GMIN will acquire all of the issued and outstanding shares of G2 pursuant to a court approved plan of arrangement (the "Transaction").

The Transaction will consolidate two adjacent gold projects in Guyana: G2's Oko-Ghanie Project and GMIN's fully permitted and fully financed Oko West Project, creating a large-scale, low-cost gold mining hub in one of the most prospective emerging gold districts in the world. The Transaction combines anticipated life of mine ("LOM") average gold production of approximately 350 koz⁽¹⁾ from GMIN's Oko West Project and 228 koz⁽²⁾ from G2's Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis. The combined project is expected to deliver significant near and long-term synergies across throughput, operating costs, capital costs due to shared infrastructure, mine sequencing and permitting. GMIN sees an opportunity to accelerate Oko-Ghanie's permitting timeline by combining with

MINING VENTURES

G2GoldfieldsInc. WHERE GRADE MATTERS

the fully permitted Oko West Project and the targeted timeline for first gold production at Oko West in the second half of 2027 remains unchanged.

The GMIN team, with the support of G Mining Services Inc. ("GMS"), has an impressive track record of executing world-class projects in the Guiana Shield. This Transaction delivers on GMIN's stated vision to build and operate a large, long-life, Tier-1 mine in Guyana with the ultimate objective of generating industry leading returns for its shareholders.

Under the terms of the Transaction, G2 shareholders will receive 0.212 GMIN common shares for each G2 common share held (the "Exchange Ratio"). 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 (collectively, the "G3 SpinCo Properties"), being all remaining G2 properties outside of Oko-Ghanie, Amsterdam, Aremu Partnership and Aremu Mine, Property A, and the Ghanie Medium Scale Mining Permit to be acquired by GMIN under the Transaction (collectively, the "Acquired Properties"). G3 SpinCo will be funded with C$45 million of cash and, given the unexplored potential of the Acquired Properties, will also be granted a contingent value right ("CVR") providing for payments to be made to G3 SpinCo in the maximum aggregate amount of US$200 million based upon the establishment of various increments of Measured & Indicated Mineral Resources $^{(1)(2)}$ at the Acquired Properties (additional details below).

img-0.jpeg Figure 1 - Location of the Acquired Properties and G3 SpinCo Properties

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G2GoldfieldsInc. WHERE GRADE MATTERS

The Exchange Ratio implies an offer price of C$10.84 per G2 common share (excluding the value of G3 SpinCo) based on the closing price of GMIN's common shares on the Toronto Stock Exchange (the "TSX") as of April 8, 2026 and a premium of 72% based on the 30-day VWAPs of GMIN and G2's common shares on the TSX as of the same date. The fully diluted in-the-money equity value of the Transaction (excluding the value of G3 SpinCo) is estimated to be approximately C$3.0 billion.

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.

Strategic Rationale & Highlights

Key strategic, financial and operational advantages of the Transaction include:

  • Delivers district-scale consolidation, in one of the most prolific and prospective gold regions in the world, to create a single, highly synergistic, Tier-1, Oko Project.

  • Once in production, the combined Oko Project has the potential to rank among the highest producing gold mines globally.

  • Combined Measured & Indicated Mineral Resources$^{(1)(2)}$ of 7.0 Moz and Inferred Mineral Resources of 2.3 Moz with deposits remaining open at depth and along strike.

  • The Transaction expands GMIN's leading footprint in Guyana by 293 km², creating a combined contiguous land package of over 362 km², situated on a highly prospective greenstone belt and largely within a 20 km radius of the Oko West Project.

  • Multiple highly attractive near-mine and regional-scale exploration targets across the combined property, in a geological region that has yielded multiple world-class discoveries, provide exciting potential to realize significant resource growth.

  • Combines anticipated LOM average gold production of approximately 350 koz$^{(1)}$ from GMIN's Oko West Project and 228 koz$^{(2)}$ from G2's Oko-Ghanie Project into a single project with the potential to produce over 500 koz on a LOM average basis.

  • GMIN plans to move quickly through technical studies to verify the optimal mine plan, sequencing, and throughput for the combined Oko Project, with an intention to release a technical report in 2027, targeting expanded production by H1 2029.

  • GMIN does not expect any delays in first production in Guyana by combining the Oko West Project with the Oko-Ghanie Project.

  • Further elevates GMIN's industry-leading near-term growth profile with company-wide gold production expected to increase 300% to +700,000 ounces at first quartile operating costs, before factoring in Gurupi.

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G2GoldfieldsInc. WHERE GRADE MATTERS

  • Unlocks over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting.⁽³⁾

  • A combined operation would forego approximately C$850 million of capital costs that would otherwise be required to construct a standalone Oko-Ghanie Project, by eliminating the need for, amongst other items, a distinct mill and tailings facility, and by sharing key infrastructure.

  • In addition, operating cost savings of approximately C$275 million over the LOM would be realized by foregoing duplication of administrative support and by increasing operational scale to lower unit operating costs by spreading fixed costs over higher throughput with an anticipated ~25-30% expansion of the Oko West Project mill throughput which will be validated in an updated Feasibility Study.

  • The integration of the deposits enhances mine sequencing and optimization opportunities, supporting higher mill feed grades and a more balanced blend of open pit and underground mining over the life of the mine.

  • Accelerates and simplifies the Oko-Ghanie Project’s permitting timeline by combining with the fully permitted Oko West Project.

  • The integration of Oko-Ghanie with the fully permitted Oko West Project is expected to streamline permitting execution, deliver a reduced environmental footprint by leveraging shared infrastructure and reduce overall development risk, representing a significant unquantifiable further synergy.

  • The terms and conditions of the existing Oko West Mineral Agreement are to be extended to cover the combined project.

  • A reduced-scope Environmental and Social Impact Assessment (“ESIA”) would be required, potentially in the form of an addendum to the existing Oko West ESIA, along with a corresponding permit amendment.

  • Combined company to be led by GMIN’s best-in-class management team with proven capability to develop, build, finance, and operate mines at the highest standards.

  • The GMIN and GMS integrated project team has an impressive track-record of executing world-class South American projects, including uniquely in the Guiana Shield region.

  • Key members of the senior leadership team have successfully delivered all projects on schedule and on budget, including the Tocantinzinho mine in Brazil, Fruta del Norte in Ecuador and Merian in Suriname.

  • Greater access to capital through GMIN’s robust FCF⁽⁴⁾ from the Tocantinzinho mine in Brazil, US$288⁽⁵⁾ million cash on hand, and access to an undrawn US$350 million revolving credit facility.

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G2GoldfieldsInc. WHERE GRADE MATTERS

  • GMIN's balance sheet and strong free cash flow$^{(4)}$ generation from Tocantinzinho are expected to self-fund development of the combined Oko Project.
  • Strong access to capital through existing free cash flow$^{(4)}$ generation, banking relationships, and highly supportive shareholder base.

Louis-Pierre Gignac, CEO, President and Director of GMIN, stated: "Combining GMIN's Oko West Project and G2's Oko-Ghanie Project delivers on our stated vision to build and operate a large, long-life, Tier-1 asset in Guyana. These assets are highly synergistic, and we are well-positioned to accelerate value creation by leveraging our unique expertise in building and operating mines on schedule and on budget in the Guiana Shield, utilizing our deep knowledge of and network in the region to advancing permitting, and deploying our capital to build the mine. Once built, this mine has the potential to rank among the highest producing gold mines globally. We look forward to continuing to advance our "Build, Operate and Explore for more" strategy to create and unlock further value for GMIN shareholders."

Dan Noone, CEO and Director of G2, stated: "We are very pleased to announce this Transaction today, which we believe is a testament to the outstanding work our team has done rapidly discovering and advancing Oko-Ghanie over the last few years. We believe that this Transaction not only delivers our shareholders an attractive upfront premium, but also the ability to participate with significant ongoing ownership in the combined company, having the opportunity to participate in expected future upside as potential synergies are realized and the combined Oko Project is advanced into production. The Transaction significantly de-risks the advancement of Oko-Ghanie given the financial strength, free cash flow$^{(4)}$, and development capabilities that GMIN brings to the table. Importantly, we believe this is a great outcome for the country of Guyana, with the combined Oko Project being taken forward by a company that will be a great steward of the asset for the benefit of the country and its communities. Following closing, the G2 team is expected to continue advancing its exploration efforts through G3, leveraging our exploration expertise and proven track record of discovery to unlock additional value in Guyana."

Benefits to GMIN Shareholders

  • Creation of a Tier-1, district-scale gold asset in Guyana that has the potential to produce over 500 koz LOM average annual gold production$^{(1)(2)}$.
  • Unlocks value from significant expected synergies related to throughput, operating costs, capital costs due to shared infrastructure, mine sequencing, and permitting.
  • Enhanced scale, resource base, and exploration upside across a highly prospective 362 km² land package in Guyana.
  • Amplified near-term growth profile with gold production increasing from 160-190 koz in 2026 to +700 koz with minimal additional risks and before factoring in Gurupi.
  • Significantly accretive to net asset value per share ("NAVPS") based on the meaningful expected synergies.

MINING VENTURES

G2GoldfieldsInc. WHERE GRADE MATTERS

Benefits to G2 Shareholders

  • Attractive premium of 72% based on GMIN's and G2's 30-day VWAPs on the TSX as at April 8, 2026, respectively, before accounting for value of G3 SpinCo.
  • 19.9% ownership in an emerging intermediate gold producer, with a strong track-record of value creation and share price outperformance.
  • Continued exposure to Oko-Ghanie's future operational profile and exploration upside, coupled with lower execution and funding risk and participation in potential upside in the combined company including substantial synergies.
  • GMIN's balance sheet and strong free cash flow(4) generation from Tocantinzinho are expected to self-fund development of the combined Oko Project.
  • Significantly enhanced capital markets exposure and trading liquidity.
  • Ownership of G3 SpinCo with C$45 million in funding and the CVR, providing continued exposure to G2 management's substantial exploration pedigree and the potential for future discoveries in Guyana.

G3 SpinCo and CVR

G3 SpinCo will be funded with C$45 million of cash comprised of C$30 million from G2's treasury and C$15 million from GMIN (the "Cash Transfer"). G2 shareholders will own 100% of G3 SpinCo which will continue to own G2's interests in the Tiger Creek property, the Peters Mine property and Property B, providing G2 shareholders with continued exposure to highly prospective properties to be advanced by the G2 team.

As an additional source of value, given the unexplored potential of the Acquired Properties, G3 SpinCo will be granted a CVR entitling it to potential future payments subject to certain terms in the event that the Measured & Indicated Mineral Resources(1)(2) at the Acquired Properties exceeds 3.5 Moz. The CVR will have a ten-year term and pay US$25 million for each 0.5 Moz of Measured & Indicated Mineral Resources(1)(2) above 3.5 Moz, as set out in GMIN's publicly disclosed annual statement of Mineral Resources and Mineral Reserves, up to a maximum of 7.5 Moz.

Immediately prior to completion of the Transaction, G2 will complete the Cash Transfer and transfer of G3 SpinCo Properties to G3 in exchange for G3 SpinCo shares, which will be distributed to G2 shareholders on the basis of 0.5 of a G3 SpinCo share for each G2 shares held immediately prior to the effective time of the Transaction (the "Spin-Out"). The record date and payment date in connection with the Spin-Out will be announced by G2 following receipt of shareholder and court approvals for the Transaction, which are anticipated in June 2026.

Transaction Summary

The proposed Transaction will be completed pursuant to a plan of arrangement under the Canada Business Corporations Act. The Transaction will require approval by at least 66 2/3% of the votes cast by the shareholders of G2 at a special meeting of G2 shareholders (the "Special Meeting").

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G2GoldfieldsInc. WHERE GRADE MATTERS

In addition to the Transaction being subject to the approval of the shareholders of G2 and the court, it is also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to these conditions, the Transaction is expected to be completed in Q2 2026. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a break fee of C$121 million is payable to GMIN by G2 in certain circumstances if the Transaction is not completed.

Full details of the Transaction, including the Spin-Out, will be included in the G2 information circular to be mailed to G2 shareholders in connection with the Special Meeting.

Voting Support Agreements

Certain shareholders of G2, which include, amongst others, directors and members of senior management of G2 as well as Ithaki Limited, who in the aggregate own approximately 37% of G2's outstanding common shares, have entered into voting support agreements with GMIN pursuant to which they have agreed to vote their common shares in favour of the Transaction.

Directors' Recommendation

The Agreement has been unanimously approved by the Board of Directors of G2, after receiving the unanimous recommendation of G2's special committee of independent directors established for considering the Transaction (the "Special Committee"). Both the Board of Directors and Special Committee of G2 determined, after receiving financial and legal advice, that the Transaction is in the best interests of G2 and that the terms and conditions are fair and reasonable to G2 shareholders, and the Board of Directors of G2 unanimously recommends that G2 shareholders vote in favour of the Transaction.

ATB Cormark Capital Markets has provided a fairness opinion to the G2 Special Committee, and Canaccord Genuity Corp. has provided a fairness opinion to the Board of Directors of G2, stating that as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by G2 shareholders pursuant to the Transaction is fair, from a financial point of view, to such shareholders.

Advisors and Counsel

BMO Capital Markets and National Bank Capital Markets are acting as financial advisors to GMIN and its Board of Directors. Blake, Cassels & Graydon LLP is acting as GMIN's legal advisor.

ATB Cormark Capital Markets is acting as financial advisor to G2 and the Special Committee, and Canaccord Genuity Corp. is acting as financial advisor to G2 and its Board of Directors. Cassels Brock & Blackwell LLP is acting as G2's legal advisor.

MINING VENTURES

G2GoldfieldsInc. WHERE GRADE MATTERS

Conference Call and Webcast

G Mining Ventures and G2 Goldfields will conduct a joint conference call to discuss the Transaction on April 9th, 2026, at 8:30 a.m. Eastern Time. An accompanying presentation will be made available on the company's website at www.gmin.gold.

Participants may join the call using the following details:

The conference call will also be available via the Company's investor relations website at: https://investors.gmin.gold/English/events-and-presentations/default.aspx

Hosting this call will be Louis-Pierre Gignac, President and Chief Executive Officer of G Mining, who will be joined by Daniel Noone, Chief Executive Officer of G2 Goldfields. A replay of the webcast will be available for 12 months following the call. Replay details will be posted on the Company's website within 24 hours at the link above.

About G Mining Ventures Corp.

G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of precious metal projects to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored in mining-friendly jurisdictions: Brazil, with the Tocantinzinho Gold Mine and the Gurupi Project as well as Guyana, with the Oko West Project. GMIN trades on the TSX under the symbol "GMIN".

About G2 Goldfields Inc.

G2 Goldfields Inc. finds and develops gold deposits in Guyana. The founders and principals of G2 have been directly responsible for the discovery of more than 11 million ounces of gold in the prolific and underexplored Guiana Shield. G2 continues this legacy of exploration excellence and success. Total combined open pit and underground resources across all 5 discoveries to date include:

  • 1,910,300 oz Au – Inferred contained within 17,970,000 tonnes @ 3.31 g/t Au
  • 1,620,600 oz Au – Indicated contained within 15,571,000 tonnes @ 3.24 g/t Au

The mineral resource was prepared by Micon International Limited with an effective date of November 20, 2025.

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G2GoldfieldsInc. WHERE GRADE MATTERS

Qualified Persons

Louis-Pierre Gignac, President & Chief Executive Officer of GMIN, a qualified person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed the press release on behalf of GMIN and has approved the technical disclosure contained in this press release.

Daniel Noone, Chief Executive Officer of G2, a qualified person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed the press release on behalf of G2 and has approved the technical disclosure contained in this press release. Mr. Noone (B.Sc. Geology, MBA) is a Fellow of the Australian Institute of Geoscientists.

Additional Information

For further information on GMIN, please visit the website at www.gmin.gold or contact:

Jean-François Lemonde

Vice President, Investor Relations

514.299.4926

[email protected]

For further information on G2, please visit the website at www.g2goldfields.com or contact:

Jacqueline Wagenaar

Vice President, Investor Relations

416.628.5904 x.1150

[email protected]

Cautionary Statement on Forward-Looking Information

All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking information and forward-looking statements may relate to GMIN, G2, G3 SpinCo, and their future outlook and that of their affiliates when applicable; and to anticipated events or results, notably the completion of the Transaction, as contemplated; and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of GMIN, G2, G3 SpinCo or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of GMIN, G2, G3 SpinCo, or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, notably the Transaction completion, as contemplated, are also forward-looking statements. Forward-looking statements contained in this press release include, without limitation, those related to:

  • the creation of a Tier-1 gold asset in Guyana with the potential to produce over 500 koz on a LOM average basis;
  • the anticipated benefits of the Transaction for GMIN and G2 shareholders;
  • the targeted timeline for first gold production at Oko West in the second half of 2027, and the acceleration of Oko-Ghanie's permitting timeline by combining with a fully permitted Oko West Project;
  • the anticipated LOM average gold production of GMIN's Oko West Project and G2's Oko-Ghanie Project;
  • the potential for the combined Oko Project to become one of the highest producing gold mines globally;
  • the realization of over C$1 billion of initially quantifiable expected synergies related to capital costs, operating costs, and throughput expansion due to shared infrastructure, mine sequencing, and permitting;

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G2GoldfieldsInc. WHERE GRADE MATTERS

  • the anticipated expansion of Oko West Project mill throughput and the ability to self-fund development of the combined Oko Project through GMIN's balance sheet and free cash flow$^{(A)}$ generation from Tocantinzinho;
  • the Transaction's terms (notably the creation and funding of G3 SpinCo and the CVR) and its timeline to closing, including the obtaining of the required shareholders' and court approvals and the timing thereof;
  • the expected NAVPS accretion to GMIN shareholders based on the significant expected synergies;
  • the expected increase in company-wide gold production to over 700,000 ounces at first quartile operating costs;
  • G3 SpinCo's business focus and its outlook; and
  • more generally, the quotes from the respective CEOs of GMIN and G2, as well as the sections entitled "About G Mining Ventures Corp." and "About G2 Goldfields Inc.".

Forward-looking statements are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by GMIN and/or G2, as applicable, as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Such assumptions include, without limitation, those relating to the price of gold and currency exchange rates and those underlying the items listed in the above sections entitled "About G Mining Ventures Corp." and "About G2 Goldfields Inc.". Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements.

There can be no assurance that, notably but without limitation:

  • GMIN's free cash flow$^{(A)}$ from Tocantinzinho will fund the accelerated development of the combined Oko Project (minimizing potential equity dilution for GMIN shareholders);
  • GMIN would move quickly to a construction decision and would eventually bring the combined Oko Project into commercial production;
  • the combined Oko Project will become a Tier-1 gold asset in Guyana that produces over 500 koz LOM average annual gold production;
  • the combined Oko Project will become one of the highest producing gold mines globally;
  • the required shareholders' and court approvals for the Transaction will be obtained in a timely manner, or at all, and the other conditions precedent to the completion of the Transaction will be satisfied or waived;
  • the impressive track-record of the GMIN and GMS teams for executing world-class projects and its past successes in the Guiana Shield would be replicated at the combined Oko Project and would accelerate value creation and generate industry leading returns for GMIN shareholders;
  • the over C$1 billion of initially quantifiable expected synergies will be realized;
  • the Transaction will be completed as per the terms outlined herein or at all;
  • the business conditions in Brazil and Guyana will remain favourable and the gold price will remain close to current levels; and
  • the GMIN shareholder base will continue to be supportive;

as future events could differ materially from what is currently anticipated by GMIN and/or G2 management, as applicable.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in GMIN's and G2's other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the relevant sections of (A) GMIN's (i) Annual Information Form dated March 25, 2026, for the financial year ended December 31, 2025, and (ii) Management Discussion & Analysis dated March 25, 2026, for the three months and year ended December 31, 2025; and (B) G2's (i) Annual Information

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Form dated August 25, 2025, for the financial year ended May 31, 2025, (ii) Management Discussion & Analysis dated August 25, 2025 for the financial year ended May 31, 2025, and (iii) Management Discussion & Analysis dated January 12, 2026 for the three and six months ended November 30, 2025. GMIN and G2 caution that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. GMIN and G2 disclaim any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Endnotes

(1) GMIN's technical report entitled "Feasibility Study – NI 43-101 Technical Report, Oko West Project", with an effective date of April 28, 2025.

(2) G2's technical report entitled "NI 43-101 Technical Report for the Preliminary Economic Assessment (PEA) on the Oko Gold Project in the Co-operative Republic of Guyana, South America" with an effective date of December 8, 2025.

(3) Cumulative life of mine synergies on an undiscounted and pre-tax basis (converted at an fx rate of 1.39 per the Bank of Canada)

(4) Free cash flow is a non-IFRS financial measure. Refer to section "Non-IFRS Financial Performance Measures" in GMIN's Management Discussion & Analysis dated March 25, 2026, for the three months and year ended December 31, 2025 for further information and a detailed reconciliation to comparable IFRS measures.

(5) Figure as of March 31, 2026 is unaudited and subject to approval by GMIN and its external auditors

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