G2 Goldfields Inc.

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ANNUAL INFORMATION FORM FOR THE YEAR ENDED MAY 31, 2023

September 26, 2023

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ....................................... 1 CORPORATE STRUCTURE .................................................................................................................. 2 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................. 3 NARRATIVE DESCRIPTION OF THE BUSINESS ............................................................................ 5 AUDIT COMMITTEE INFORMATION ............................................................................................. 19 RISK FACTORS ...................................................................................................................................... 20 DIVIDEND POLICY ............................................................................................................................... 33 MARKET FOR SECURITIES ............................................................................................................... 34 PRIOR SALES ......................................................................................................................................... 34 DIRECTORS AND OFFICERS ............................................................................................................. 34 LEGAL PROCEEDINGS ....................................................................................................................... 36 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................. 36 TRANSFER AGENT AND REGISTRAR ............................................................................................ 37 DESCRIPTION OF SHARE CAPITAL ................................................................................................ 37 MATERIAL CONTRACTS ................................................................................................................... 37 INTERESTS OF EXPERTS ................................................................................................................... 37 ADDITIONAL INFORMATION ........................................................................................................... 37 SCHEDULE “A” AUDIT COMMITTEE CHARTER ...................................................................... A-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact relating to the Company (as defined below), certain information contained in this this annual information form (the “ Annual Information Form ” or “ AIF ”) constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future price of precious metals; success of exploration activities; cost and timing of future exploration; and requirements for additional capital and other statements relating to the financial and business prospects of the Company.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made. Such assumptions include: that the assumptions contained in the Oko Technical Report (as defined below) are accurate and complete; that skilled personnel and contractors will be available as the Company requires them; that the price of gold will be at levels that render the Company’s mineral projects economic; and that the Company will be able to continue raising the necessary capital to finance its operations and realize on Mineral Resources (as defined in the Canadian Institute of Mining, Metallurgy and Petroleum 2014 Definition Standards estimates).

Forward-looking information is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: negative cash flow from operations and dependence on financing; uncertainties related to exploration potential; inherent risks associated with mining, exploration and development; no history of mineral production; political, economic, social, security, and other risks of operating in Guyana; government expropriation; effect of extensive laws and regulations governing health, safety, environment and communities; significant expenditures required; fluctuating value of Common Shares (as defined below); failure to obtain and maintain social licenses; single material property; fluctuations in gold prices; competition; increase in economic growth in Guyana; protection of mining rights in Guyana; failure to comply with Canadian and Guyanese laws; dilution; inflation; application of anti-bribery laws; assumptions and parameters concerning the Oko Gold Property (as defined below); technical report results and further advancement of the Oko Gold Property; risks related to inaccurate estimates; environmental risks and hazards; changes in climate conditions; inadequate infrastructure and resources; land title; permits; limited access to insurance; no assurance of market demand; hedging; exchange rate risk; exchange controls; dependence on key personnel; reputational risk; epidemics, pandemics, natural disasters, terrorist acts and other disruptions; conflicts of interest; information technology systems; internal control over financial reporting; and enforcement of legal rights. A discussion of these and other factors that may affect the Company’s actual results, performance, achievements or financial position is contained in “ Risk Factors ” and elsewhere in this Annual Information Form. This list is not exhaustive of the factors that may affect the forward-looking statements. These and other factors should be considered carefully by prospective investors, who should not place undue reliance on such forward-looking statements.

Forward-looking statements are made based upon management’s beliefs, estimates and opinions on the date the statements are made, which management believes are reasonable, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

All disclosure contained herein concerning future plans for the Oko Gold Property, as set forth under the heading “ Narrative Description of the Business – Material Property ” are subject to the assumptions and qualifications set forth in the Oko Technical Report, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

CORPORATE STRUCTURE

G2 Goldfields Inc. (the “ Company ” or “ G2 ”) was incorporated under the name 7177411 Canada Corporation under the Canada Business Corporations Act (the “ CBCA ”) by articles of incorporation dated May 21, 2009. On May 13, 2010, the Company filed articles of amendment changing the name of the Company to Lago Dourado Minerals Ltd. On July 21, 2016, the Company filed articles of amendment changing the name of the Company to Sandy Lake Gold Inc. On April 4, 2019, the Company filed articles of amendment changing the name of the Company to G2 Goldfields Inc.

The registered office and the head office of the Company are located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, Canada, M5H 3L5. The common shares of the Company (“ Common Shares ”) are publicly traded on the TSX Venture Exchange (the “ TSXV ”) under the symbol “GTWO” and on the OTCQX Best Market under the symbol “GUYGF”.

The following chart illustrates the corporate structure of the Company and each of its subsidiaries, listing each such company, together with the respective jurisdiction of existence of each company and the percentage of voting securities beneficially owned or over which control or direction is exercised with respect to each such company.

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G2 Goldfields Inc.
(Canada)
100%
Bartica Investments Ltd.
(Barbados)
100% 100%
G2 Minerals
Ontario Inc.
(Guyana) Inc.
(Guyana)
(Guyana)
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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

The Company completed its initial public offering and listed its Common Shares on the TSXV on November 16, 2010. The Company is a Canadian based resource exploration company focused on the acquisition of multiple unique, but historically challenged, mineral exploration projects, each with the potential to identify and generate one or more significant gold projects for development.

On October 24, 2019, the Company announced that it had completed the acquisition of all of the issued and outstanding shares of Bartica Investments Ltd. (“ Bartica ”) in exchange for 20,000,000 Common Shares, which transaction received shareholder approval at the Company’s annual and special meeting of shareholders held on February 12, 2019. Bartica holds an interest in a suite of mineral exploration properties in the southwestern extremity of the Cuyuni Basin, Guyana, South America, totaling approximately 25,888 acres, which are comprised of the properties known as the Peters Mine (the “ Peters Mine Property ”) and the Aremu properties (the “ Aremu Properties ”), as well as certain medium scale mining permits, which include properties known as the Oko properties (the “ Oko Properties ”). Bartica owns a 100% beneficial interest in the Peters Mine Property and the Aremu Properties, as well as an option to acquire from an arm’s length third party a 100% interest in the Oko Properties subject to a 2.5% net smelter return (“ NSR ”) royalty, which is exercisable in consideration of (i) a cash payment of US$50,000 (which has been paid); (ii) additional aggregate cash payments of US$700,000 to be paid in tranches over a four year period (which have been paid); and (iii) the identification of a gold resource in excess of 250,000 ounces on the property (which has occurred) and payment of an advance net smelter return royalty of US$1,000,000 (which is required to be paid by December 22, 2024).

On March 6, 2020, the Company completed a non-brokered private placement financing of 6,750,000 units at a price of $0.20 per unit, for aggregate gross proceeds of $1,350,000. Each unit consisted of one Common Share and one-half of one Common Share purchase warrant, exercisable to purchase one Common Share at a price of $0.35 for a period of 18 months after the closing date of the private placement.

On June 23, 2020, the Company completed a non-brokered private placement financing of 9,615,384 units at a price of $0.52 per unit, for aggregate gross proceeds of approximately $5,000,000. Each unit consisted of one Common Share and one-half of one Common Share purchase warrant, each warrant exercisable to acquire one additional Common Share at a price of $1.00 for a period of 18 months after the closing date of the private placement.

On January 19, 2021, the Company’s Common Shares commenced trading on the OTCQX Best Market under the ticker symbol GUYGF.

On April 9, 2021, the Company completed the spin-out of its Sandy Lake Project into a wholly-owned subsidiary of the Company, S2 Minerals Inc. (“ S2 ”), by a Plan of Arrangement under the CBCA (the “ SpinOut ”), which had been approved by the shareholders of the Company on March 29, 2021. Pursuant to the Spin-Out, the Company distributed 100% of the common shares of S2 it received to holders of Common Shares on a pro rata basis, such that shareholders of the Company received one share of S2 for every 10 Common Shares. S2 also issued rights to acquire common shares of S2 to the holders of the S2 shares as part of the Spin-Out and raised gross proceeds of approximately $1.2 million as a result of such offering.

On July 27, 2021, the Company announced the appointment of Carmelo Marrelli as Chief Financial Officer of the Company, replacing Paul Murphy who retired from the position.

On November 19, 2021, the Company entered into an option agreement pursuant to which it has an option to acquire the 7,154 acre “Amsterdam” properties (the “ Amsterdam Properties ”) by: paying US$100,000 (which was paid when the agreement was signed); making additional payments totaling US$1,075,000 on or before November 19, 2025 (with US$150,000 having been paid as of the date of this AIF); and having a reputable third party determine that the Amsterdam Properties have a mineral resource of more than 150,000 ounces of gold. The vendor retains a 2.5% NSR, which can be acquired by the Company for US$3,000,000.

In January 2022, the Company completed a non-brokered private placement financing, which closed in two tranches. On January 6, 2022, the Company announced that it had closed the first tranche of 2,250,000 units at a price of $0.45 per unit, for gross proceeds of $1,012,500. The entirety of the first tranche was purchased by Patrick Sheridan, the Company’s Executive Chairman. On January 28, 2022, the Company closed the second tranche of 4,550,000 units for gross proceeds of $2,047,500. Each unit consisted of one Common Share and one Common Share purchase warrant, each warrant exercisable to acquire one additional Common Share at a price of $1.20 for a period of two years from the closing date of the private placement.

On April 25, 2022, the Company announced the maiden underground mineral resource estimate at the Oko Main Zone (OMZ) located within the Company’s Oko Project (as defined below) (the “ Oko Gold Property ”). Highlights of the resource included: (i) 974,000 oz. Au – Inferred contained within 3,274,000 tonnes @ 9.25 g/t Au; and (ii) 220,000 oz. Au – Indicated contained within 793,000 tonnes @ 8.63 g/t Au.

On June 1, 2022, the Company announced that it had filed an independent technical report entitled “NI 43101 Technical Report and Mineral Resource Estimate for the Oko Gold Property, Cooperative Republic of Guyana, South America” (the “ Oko Technical Report ”), with an effective date of April 14, 2022 (see “ Narrative Description of the Business – Principal Mineral Property – Oko Gold Property, Guyana” ).

In the summer of 2022, the Company completed a non-brokered private placement financing, which closed in two tranches. On July 18, 2022, the Company announced that it had closed the first tranche of 19,733,401 Common Shares at a price of $0.60 per share, for gross proceeds of $11,840,040.60. On August 4, 2022, the Company announced that it had closed the second tranche of 2,549,965 Common Shares at a price of $0.60 per share, for gross proceeds of $1,529,979. The proceeds of the financing will be used to advance exploration activities at the Company’s 19,200-acre OKO project in Guyana (the “ OKO Project ”), which includes the Oko Gold Property, and for general corporate purposes.

On October 5, 2022, the Company filed a preliminary short form base shelf prospectus allowing the Company to offer for sale from time to time, for a 25-month period, Common Shares, warrants, subscription receipts, units and debt securities in one or more series or issuances, with a total offering price, in the aggregate, of up to $100 million. On December 15, 2022, the Company filed a final short form base shelf prospectus with the same offering terms but with a total offering price, in the aggregate, of up to $50 million.

On October 6, 2022, the Company announced that Torben Michalsen would be joining the Company as Chief Operating Officer commencing November 2022.

On December 2022, the Company did not complete the third anniversary payment pursuant to the option agreement it had, through its wholly-owned subsidiary, Ontario Inc., to acquire a 100% beneficial interest in the historic Jubilee Creek Goldfield, Puruni District, Guyana (the “ Jubilee Creek Property ”). The Jubilee Creek Property was comprised of contiguous claims totalling 7,900 acres and was located approximately 4.5 miles south-east of the Company’s Peters Mine Property (8,800 acres). The Company had the option of earning a 100% interest in the Jubilee Creek Property by making payments totalling US$475,000 over a 4-year period. However, the agreement was terminated as a result of the Company not making the third anniversary payment.

On March 24, 2023, the Company completed a bought-deal public offering of 17,250,000 Common Shares at a price of $0.80 per Common Share, for aggregate gross proceeds of $13,800,000, which included the full exercise of the over-allotment option by the underwriters (the “ March 2023 Offering ”). The March 2023 Offering was conducted by a syndicate of underwriters led by Cormark Securities Inc., and included Sprott Capital Partners LP, Roth Canada, Inc., and BMO Nesbitt Burns Inc.

On April 19, 2023, G2 Minerals (Guyana) Inc., a wholly owned subsidiary of G2, entered into an option agreement in respect of four medium scale mining permits granted by the Guyana Geology and Mines Commission. The equivalent of US$75,000 was paid upon signing of the option agreement and a 100% interest in such permits may be acquired by making additional payments totaling US$425,000 (US$100,000 on the first anniversary, US$100,000 on the second anniversary, US$100,000 on the third anniversary and US$125,000 on the fourth anniversary). The permit holder retains a 2% NSR, which can be acquired for US$3 million. The option agreement can be terminated by the permit holder if the option payments are not made, subject to a 30 day cure period, and it can be terminated by the optionee on 30 days’ prior written notice.

NARRATIVE DESCRIPTION OF THE BUSINESS

General Overview

The Company is a Canadian based resource exploration company focused on the acquisition of multiple unique, but historically challenged, mineral exploration projects, each with the potential to identify and generate one or more significant gold projects for development. The Company’s focus is primarily in Guyana, South America, where the Company has its material property, the Oko Gold Property. The Company’s other properties are also in Guyana, South America, including the Peters Mine Property and the Aremu Properties, totaling approximately 25,888 acres, and the Amsterdam Properties, totaling approximately 7,154 acres.

See “ General Development of the Business – Three Year History ”.

Specialized Skill and Knowledge

All areas of the Company’s business require specialized skill and knowledge. Such skills and knowledge include that in the areas of geology, geophysics, mineral processing, drilling, mineral exploration, and financing. The Company has an experienced management team, and the Company’s board of directors (the “ Board ”) also includes experienced members with specialized skills and knowledge.

Competitive Conditions

The mineral exploration and mining business is competitive in all phases of exploration, development and production. The Company competes with a number of other entities in the search for and the acquisition of mineral properties. As a result of this competition, the Company may be unable to acquire prospective properties in the future on terms it considers acceptable. The Company also competes for financing with other resource companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

The ability of the Company to acquire properties depends on its success in exploring and developing its present properties and on its ability to select, acquire and develop new properties or prospects for mineral exploration and development. Factors beyond the control of the Company may affect the marketability of minerals mined or discovered by the Company. See “ Risk Factors ”.

Cycles

The mining industry experiences cycles around mineral pricing, which is generally affected by worldwide economic cycles.

Employees

As of May 31, 2023, the Company and its subsidiaries had three full time employees and 54 contract employees.

Foreign Operations

The Company’s material property, as well as its other properties, are located in Guyana. Accordingly, a significant component of the Company’s operations will be conducted in Guyana. See “ Risk Factors ”.

Corporate Governance and Internal Controls

The Company has implemented a system of corporate governance, internal controls over financial reporting, and disclosure controls and procedures that apply at all levels of the Company. These systems are overseen by the Board and implemented by the Company’s senior management. The relevant features of these systems include:

(a) Control Over Subsidiaries. The Company’s corporate structure has been designed to ensure that the Company controls, or has a measure of direct oversight over, the operations of its subsidiaries. The Company’s subsidiaries are 100% beneficially owned, controlled or directed, directly or indirectly, by the Company. The Company, as the ultimate shareholder, has visibility into the operations of its subsidiaries, and the Company’s management team is responsible for monitoring the activities of the subsidiaries.

The Company directly controls the appointments of all of the directors of its subsidiaries. The directors of the Company’s subsidiaries are ultimately accountable to the Company as the shareholder appointing the directors, and the Board and senior management. As well, the annual budget, capital investment and exploration and development program in respect of the Company’s mineral properties are established by the Company.

Further, the authorized signing officers for subsidiary foreign bank accounts are either employees of the Company or employees of the subsidiaries, as the case may be. In accordance with the Company’s internal policies, all subsidiaries must notify the Company’s corporate finance department of any changes in their local bank accounts including requests for changes to authority over the subsidiaries’ foreign bank accounts. Monetary limits are established internally by the Company as well as with the respective banking institution. Annually, authorizations over bank accounts are reviewed and revised as necessary. Any changes must be communicated to the banking institution by the Company and the applicable subsidiary to ensure appropriate individuals are identified as having authority over the bank accounts.

(b) Strategic Direction. While the activities of each of the Company’s subsidiaries are managed locally, the Board is responsible for the overall stewardship of the Company and, as such, supervises the management of the business and affairs of the Company. More specifically, the Board is responsible for reviewing the strategic business plans and corporate objectives, and approving acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are material to the Company, including those of its material subsidiaries.

(c) Internal Control Over Financial Reporting. The Company prepares its consolidated financial statements, on a quarterly and annual basis, using IFRS. The Company implements internal controls over the preparation of its financial statements and other financial disclosures (including its MD&A) to provide reasonable assurance that its financial reporting is reliable, that the quarterly and annual financial statements are being prepared in accordance with IFRS and that other financial disclosures (including its MD&A) are being prepared in accordance with relevant securities legislation. These systems of internal control over financial reporting require that any payments are reviewed and approved by two officers, one of whom is the President and CEO, and are designed to ensure that, among other things, the Company has access to material information about its Guyana subsidiary.
(d) Disclosure Controls and Procedures. The responsibilities of the Company’s Audit Committee include oversight of the Company’s internal control systems, including those systems that are designed to provide reasonable assurance that all relevant information required to be disclosed in documents filed with securities regulatory authorities is recorded, processed, summarized and reported on a timely basis.

These systems of corporate governance, internal control over financial reporting and disclosure controls and procedures are designed to ensure that, among other things, the Company has access to all material information about its subsidiaries, including those operating in emerging markets.

Reorganizations

The Company completed the Spin-Out on April 9, 2021. See “ General Development of the Business – Three Year History ” for more information.

Environmental Policies and Risks

The Company has established a Code of Business Conduct and Ethics, effective September 9, 2010, which concerns, in part, the Company’s treatment of social, health, safety, and environmental matters. A copy of the Code of Business Conduct and Ethics is available for review on the Company’s website at www.g2goldfields.com.

Material Property

The Company has one material property, the Oko Gold Property. On June 1, 2022, the Company filed the Oko Technical Report, which provides a mineral resource estimate for the Oko Gold Property. The Oko Technical Report was prepared by Micon International Limited (“ Micon ”), following the CIM Best Practices for the Mineral Resources and Reserves Estimation (November, 2019), and the Guidelines of the Canadian National Instrument 43-101 for Technical Reports. The Oko Technical Report has been filed with Canadian securities regulatory authorities and may be accessed under the Company’s profile on SEDAR+ (available at www.sedarplus.ca).

The information contained in this section has been derived from the Oko Technical Report, is subject to certain assumptions, qualifications and procedures described in the Oko Technical Report and is qualified in its entirety by the full text of the Oko Technical Report. Reference should be made to the full text of the Oko Technical Report.

Property Description, Location and Access

The Oko Gold Property lies approximately 120 km west-southwest of Georgetown, the capital city, and 60 km west of the town of Bartica.

The Oko Gold Property is accessed by a combination of boat and truck, using rivers and logging roads, from the town of Bartica and the Itaballi crossing on the Mazaruni River. Bartica can be reached from Georgetown, the capital of Guyana via a short flight from Ogle Airport or a drive on a 60 km paved highway.

The Oko Gold Property consists of 18 medium scale prospecting (PPMS) and mining permits (MSMP), held in the name of G2’s country manager Mrs. Violet Smith.

The Oko Gold Property contains Oko gold deposits, located in the Cuyuni-Mazarumi Region (Region 7) of northcentral Guyana in South America. The Project is centered around geographic coordinates 6° 22’ 07” N and 59° 03’ 30”W, which correspond to 704,400 m N and 272,300 m E in the UTM coordinate system, Provisional South American Datum 1956 (PSAD56), zone 21N.

History

Local artisanal miners, called pork-knockers, discovered the free gold along the Aremu River and started alluvial panning and mining in the late 19[th] century. The documented exploration history for the Aremu-Oko area starts in the early 1900’s. The short summary is prepared from the Golden Star Resources final report to the GGMC (Golden Star Resources, 1993).

The United Nations (1965-1969) financed regional and geochemical surveys in Guyana. An airborne geophysical survey identified several airborne geophysical anomalies along the Aremu–Oko mineralized trend.

The Golden Star and Cambior Joint Venture (1991-1993) completed a soil sampling program and collected 1,266 soil samples, covering mainly the Tracy structure. The company completed an airborne magnetic survey which outlined the different lithological units and some of the geological structures, such as contacts, shear and fault zones.

In 1997, Exploration Brex Inc. completed a total of 58.1-line km of magnetics and VLF electromagnetics and a 58.9-line km horizontal loop (MaxMin) survey. As a result of the ground geophysical survey the Aremu-Oko shear zone has been traced for 1.0 km in length and up to 300 m in width. Grab samples and samples from trenching from the Oko shear returned up to 17.05 g/t gold.

Guyana Precious Metals Inc. (2011-2013) conducted reconnaissance prospecting and sampling.

Geological structures (faults, shear zones and folds), including the Aremu trend were identified on the ground, the bottom of the Aremu pit was mapped and the entrances of old underground workings were found. Nine rock samples were collected and sent to the ACME laboratory in Georgetown, Guyana for assaying. The assay results for gold ranged from 0.34 g/t to 51.01 g/t gold.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The Oko Gold Property is located in the Guiana Shield within the South American Plate.

The Lower Proterozoic Supracrustal rocks of the Guiana Shield consist of metasediments and mainly folded acid and intermediate metavolcanics (greenstones). They are overlain by sub-horizontal layers of sandstones, quartzites, shales and conglomerates intruded by sills or dykes of younger mafic intrusive rocks such as gabbro dykes. The age of the younger granitic and volcano-sedimentary supracrustal complex is assumed to range from 2.2 to 2.0 Ga (giga-annum). The supracrustal rocks are overlain in the western part of the shield by the Early to Middle Proterozoic Roraima Supergroup (mainly continental sedimentary rocks, interbedded with volcanics, and intruded by sills and dykes). These Precambrian sediments include quartz sandstones, quartzites, and conglomerates presumed to be 1.78 to 1.95 Ga in age. Different intrusive bodies occur within the folded strata (Heesterman (2005) and Nadeau (2010)). Based on tectonic and geochronological data, it is assumed that the Amazonian and the West African Craton were part of the Gondwana continent, and they were joined before the opening of the Atlantic Ocean during the Mesozoic Era (Daoust, C., et al., 2011).

Geology of North Guyana

The bedrock of Guyana can be broadly subdivided into six groups based on their ages.

Lower Proterozoic Supracrustal Rocks – these sequences form the Barama-Mazaruni Supergroup (BMS). The rocks of the Barama Group are mainly sericite-chlorite schists, phyllites, metavolcanics and quartzites. The igneous rocks are represented by different metamorphosed varieties of the mafic and ultramafic igneous rocks (metagabbros, pyroxenites, serpentinites). The overlying phyllites, metarhyolites, siliceous schists and quartzite form the Mazaruni Group. Three curved, northwest-southeast oriented sub-parallel belts, with similar regional lithostratigraphy are identified within the BMS. Limited field information indicates that each of the belts is comprised at the base of mafic tholeiitic basalts and minor ultramafic rocks, overlain by volcanic rocks of intermediate composition alternating with terrigenous sediments. These sequences are interpreted to have formed as successive back-arc closure and extensional oceanic-arc systems between 2,200 and 2,100 Ma.

Crustal shortening is reflected by several deformation events, which resulted in shear zone dominated strain and tight folding, arranging the volcano-sedimentary sequences in more or less elongated belts. (Voicu et al., 2001). The above described supracrustal sequences are intruded by numerous, large and small calcalkaline felsic to intermediate granitoid intrusions, called the “granitoid complex”, with ages ranging from 2,140 to 2,080 Ma (Voicu, et al., 2001). These plutons form large batholithic zones in between the volcano-sedimentary belts, and as small plutons within the belts.

The Trans-Amazonian Tectono-Thermal Event is observed as mylonitised zones within high grade metamorphic rocks in the region and have been related to an Upper Proterozoic tectonic thermal event (Wojcik, 2008). The region is marked by several large-scale shear zones. The most prominent of these structural corridors stretches over several hundreds of kilometers in a west-northwesterly direction across most of the Guyana Shield. In Guyana this feature is known as the Makapa-Kuribrong Shear Zone (MKSZ; G.Voicu, et al., 2001). Primary and alluvial type gold mineralisation is confined to the Paleoproterozoic sediments forming the greenstone belt and most of the known gold mineralization systems are located in the vicinity of these regional tectonic features.

Middle Proterozoic rock units are commonly known as the Roraima Group (or Roraima Supergroup). This lithostratigraphic unit consists of slightly metamorphosed sandstones, greywackes, clay schists, jaspers and tuffs, which are intruded by 1,700 million year old sills of greenstones and dolerites. The rocks are mostly flat-lying, sometimes horizontal. The basalt conglomerates of this formation are considered to be the main source of alluvial diamonds.

Upper Proterozoic rocks suites are represented as gabbro-norite sills and large dykes, intersecting the Roraima Group and the alkaline intrusive of nepheline syenites with inferred carbonatites, known as Muri Alkaline Suite. The Mazaruni greenstones may underlie these rocks at depth.

Mesozoic rocks are represented by Cretaceous, Paleogene and Neogene sediments filling the graben-like depressions, including the Takuto rift trough, are represented by continental and shallow-marine sediments (conglomerates, sandstones, clays).

Tertiary and Quaternary sediments are represented by alluvial and marine sand, gravel and clay. Most of the smallscale artisanal gold and diamond operations are mining free gold and diamonds from the alluvial sediments along the rivers.

Property Geology

Lithology

All rocks on the surface are weathered to saprolite and it is very difficult to identify the protolith. The following basic types of saprolite are exposed in trenches and artisanal pits:

The felsic saprolite is a cream-colored, fine to medium-grained, sandy and clayey weathered rock, locally showing fractured texture (breccia?) and mottling. It often shows quartz and quartz-carbonate veinlets in low density. Some places show fine intercalations of ferruginous schist as 10 cm to 20 cm wide bands. Contacts between the felsic saprolite and other rock types are often transitional.
The mafic saprolite (or Ferruginous schist) is the most common rock in the trenches and throughout the area. It is a purplish-red, fine grained foliated weathered rock, but less weathered portions show a typical schistose texture with abundant chlorite. Contacts with the alteration zone and felsic saprolite are gradual, sometimes abrupt. Locally it can show quartz veinlets with pyrite crystals with a maximum size around 1 cm. Inside alteration zones it tends to be more massive and harder, the original texture is completely overprinted.
Grey saprolite is very characteristic with strong foliation and is considered to be part of the alteration zone. They grey saprolite is generally parallel to the foliation, sometimes it is almost massive and spotted. The schistosity is observed as up to 4 cm wide darker and lighter bands. The carbonaceous bands are more common close to the sharp contact with mafic saprolite. Quartz veinlets and quartz-carbonate veinlets are observed generally within the carbonaceous zone with several directions, along the foliation or obliquely and are discontinuous. These veinlets are characterized by rusty red hematite-limonite spots (probably weathered pyrite), a sandy sugary texture and locally black crystals (tourmaline?).

The Aremu-Oko gold district is located in the Cuyuni greenstone belt, which is part of the Barama- Mazaruni Supergroup. According to Gibbs (1979), the fresh rocks of the Barama-Mazaruni Supergroup, identified at the Oko Gold Property, can be subdivided into three units:

Mafic metavolcanic rocks (also known as Metabasic rocks).
Cuyuni Formation – interbedded metasedimentary (mica schist and quartz-felspar-mica schist) and metavolcanic rocks (acid to intermediate tuffs, pyroclastics, and flow; sediments and subvolcanic intrusives).
Metasediments (clastic sediments derived from the erosion of the other two units).

The bedrock in the region is underlain by metavolcanics and metasediments of the late Proterozoic Cuyuni Formation, including sandstones, conglomerates and volcanics, intruded by several granitoid plutons. The area is bounded by the Aremu granitic batholith to the north, the Puruary batholith to the south and the Bartica gneisses to the east-southeast.

Intrusive rocks on the property are part of the Northern Guyana Granite Complex and include the granites of the Bartica Assemblage and the Younger Granites. They are represented by small granite and granodiorite to diorite plutons, which intrude the Barama-Mazaruni greenstone. Outcrops of the Aremu granitoid batholith are found to the north and south of the Aremu Mine gold bearing vein system. The data from previous exploration shows that small granitic plutons are associated with the gold mineralization. Multiple gold-bearing quartz veins are found close to the contact between the greenstones and the Younger granite.

Geomorphologically, the greenstone sequence is easily distinguished from the granitic batholiths by supporting higher average topographic elevation and extensive lateritic peneplain surfaces. These two lithological units are easily identified from the magnetometric data: Granitic masses give large areas of little magnetic response (mag “lows”), while the volcanics and sediments give a mixture of “highs” and “lows”.

Tertiary to Quaternary sediments are divided into 3 lithological units: the Berbice Formation white sands, lateritic duricrusts and modern alluvial deposits.

White sands are represented by well-sorted medium-to fine-grained quartz sands, with local fine gravel deposits and heavy mineral concentrations.

The area has partially and fully developed lateritic profile with extensive duricrust surfaces. At least two different phases of lateritic duricrust formation were observed in the Tracy structure trenching area. The first type is relatively thick (above 1 m) and occurs at the top of the hills. A second type of laterite is located in a lower elevation and has a thickness of about 30 cm and is observed in float.

The alluvial sediments in river terraces of the Black Water Creek and the Little Aremu River in the Aremu PL area have fairly wide alluvial terraces (flats). The old and current pork-knockers’ workings in both valleys confirm the presence of gold-bearing gravel and sand.

Geological Structures

The structural setting of the Aremu-Oko area and Oko claim block is a result of a long geological history, and the gold bearing mineralization is related to complex and multiphase deformation events. The relationship between the gold mineralization and the geological structures is still a subject of additional data collection and interpretation, but the historical exploration and mining confirmed that the gold mineralization is mainly structurally controlled and in mineralized trends, composed of high-grade quartz-carbonate veins and low-grade disseminated quartz stringers.

Grantham (1936) in his “Report on the Geology and Gold Deposits of the Wairiri-Aremu-Quartzstone section of the Cuyuni District” reported the presence 14 “reefs” with gold-bearing quartz. The “quartz reefs” (possibly ore shoots) were known in the vicinity of the Aremu and Powerhouse vein and their thickness ranges from 0.5 m (18 inches) to 2.4 m (8 ft). Most of the gold-bearing veins are white to bluish grey, coarse grained or fine-grained quartz veins with ± stringers of sulphides or hematite staining. They occur dispersed throughout the metavolcanic and metasedimentary rocks. Some of them are folded and their hinges are observed in the outcrops in the pits from alluvial mining.

The description of the geological structures below and the conclusions about the relationships with the gold mineralization on the Aremu and Oko gold properties are based on the data from the historical reports and the observations and discussions with G2 geologists during the site visits and during the business meetings.

Brittle-Ductile Structures in the Aremu-Oko Area

The most important geological structures on the Aremu-Oko area are the Tracy Structure, Aremu-Oko shear zone (Aremu Trend) and Aremu vein systems.

Golden Star’s 1992 field work confirmed the existence of a southeast-striking shear zone and recognised that it is coincident with an iron-rich mudstone unit (“ferruginous schists”) noted by Grantham (1935). Sampson (1966) noted “red purple schists” southeast from the Aremu mine and suggested the existence of two mudstone bands, one striking east-west, and the other extending southeast from the Aremu mine, called “Aremu-Oko shear” by Mendez and Alvarez (1987).

Golden Star (1993) defined the Aremu-Oko shear zone as a major linear structure along Silver Cup Creek, striking at about 115° and extending from the Bartica gneiss contact to the vicinity of the Aremu mine.

Below shows the 17 km long Aremu-Oko shear zone, confirmed by G2 exploration, including diamond drilling.

==> picture [336 x 196] intentionally omitted <==

Source: G2 Corporate Presentation October 2021 (https://g2goldfields.com/investors/#corporate-presentation).

Geological Folds

Shear zones are observed on the surface as black graphite schist interbedded with “bleached” ferruginous schist and multiple brecciated or folded white to grey quartz veins and stringers. Usually, the development of the shear zone involves a deformation of the adjacent rocks and forming of a series of sheath veins and/or oblique folds.

Gratham (1935, 1936), Bishop (1937), Simpson (1964), GGS Annual Report (1965 and 1966) have described the key structural features on the property identifying the close relationship of the gold bearing mineralized quartz veins with the shear zones.

In the 1967 Annual Report of the GGS, a big synclinal structure was described for the first time (Sampson, 1966).

Geological reconnaissance mapping program from 2011 to 2016 conducted by Guyana Precious Metals Inc. documented the presence of following structures in the area of the Aremu – Oko gold property:

initial bedding, lithological contacts and foliation
steeply dipping faults and shear zones with dilational jogs
fold structures
gold-bearing quartz veins, high-grade ore shoots

The pre-deformation structures such as bedding and lithological contacts between the different rock formations can be observed in the saprolite in the open pit mines or in the alluvial workings. The alternating felsic creamcolored saprolite and mafic dark brown-red to purple-red saprolite represent compositional layering within the metavolcanic and metasedimentary rocks of the greenstones. The width of the layers varies from 10-20 cm to several meters, and locally forms larger units of metavolcanics, interbedded with layers of metasedimentary rocks. Larger zones of dominantly mafic (ferruginous) schist locally contain greyish white, quartz veins, which are usually associated with sulphide (pyrite-sphalerite-galena-chalcopyrite) mineralization and in many cases host high grade gold mineralization.

The D1, D2 and possibly D3 deformations are represented by developed foliation S1 and irregular C-shaped, S- shaped and Z-shaped folds (F1 and possibly F2) within the metavolcanic rocks (mafic red-purple saprolite) and metasedimentary rocks (felsic saprolite). The foliation and the axes of the folds were measured during the

mapping program in 2015 and 2016 in the Old Aremu Mine, close to the remains of the Hopkinson Crusher (Oliva, 2015). Folded quartz veins and graphite schist were observed in the Aremu pit during the site visit as well. The dip and strike of the shear and the axial planes are approximately from 080°/80°S to 100°/77°N. In some cases, the hinges/fold noses display evidence of distension where continuing compressional deformation has stretched the hinge and its limbs are highly attenuated and thinned. The fold noses are often completely “decapitated” from their limbs and generally only “hook shaped” quartz veins or lenses remain.

Close to the quartz vein a dilational jog structure was observed, filled with white sugary quartz.

Wallrock Alterations

The host rocks for the gold mineralization, such as greenstones (metasediments and metavolcanics) are subject to hydrothermal alteration with abundant silicification, carbonatization and sericitization. In the areas with strong hydrothermal phyllic alteration (quartz, sericite, pyrite, hematite and carbonate) or argillic (sericite, clay, opal) the original rock is weakly to moderately altered and the width of the alteration halo can range from several cm to several meters. There are some sections with very strong argillic alteration that totally overprinted the original protolith and the rocks look “bleached” with multiple brecciated quartz-carbonate veins and gravel, rusty oxidized veinlets and possible gold enrichment. In addition to the initial hydrothermal alteration the rocks have been weathered and oxidized and the alluvial miners in the area are mining free gold.

Mineralization

Oko Mineralized Zone

The Aremu-Oko Shear is located approximately 5.0 kilometers from the Aremu vein in the historical Aremu Mine.

There are at least 2 geological structures that host gold mineralization. The first structure is a north-south trending mineralized zone (so called Main shear zone) and contains multiple gold-bearing quartz-carbonate veins and mineralized shoots, hosted in the strongly altered mafic saprolite. Most of the current and historical surface and underground workings follow parallel quartz veins in the north-south trend.

The second structure has a west-northwest direction, and one historical shaft is sunk within this structure. The mineralized zone is exposed on the surface as an approximately 3 m wide brecciated quartz veins with 0.5 m to 1.0 m graphite schist within the zone. A grab sample from this zone returned 1.20 g/t gold.

The field observations and the results from the limited sampling show that in the Oko block, gold is associated with disseminated pyrite, chalcopyrite and quartz in narrow shear zones with high grade veins and ore shoots, cutting an assemblage of finely bedded/foliated metavolcanic flows, tuffs, and associated sediments. The highgrade gold mineralization is hosted in white to bluish grey quartz veins and lenses with hematite staining and rare pyrite and chalcopyrite crystals. Grab sample number 84303 (below), collected from a stockpile from Kronbauer shaft during Micon’s site visit returned 18.50 g/t gold.

==> picture [264 x 138] intentionally omitted <==

Oliva (2018) reported that the gold-bearing quartz veins are up to 3.0 m wide on surface, but they pinch and swell. In some places in the underground workings they are less than 1.0 m wide. The small-scale miners follow the north-south trending gold mineralization, hosted in dark grey graphitic saprolite (shear zone) and mine the high-grade massive quartz veins and fine-grained sugary quartz-carbonate lenses underground. Very often the quartz lenses are dilational jogs or ore shoots with high-grade, fine- grained gold mineralization. G2 sampled different parts of the north-south trending mineralized zone in 2016 and 2018. The assay results from grab samples from the Kronbauer shaft returned from 0.31g/t to 73.70 g/t gold and the samples from quartz stockpile from the Rodrigues shaft returned 11.50 g/t and 40.50 g/t gold.

Deposit Types

The geochemical results and the structural interpretations suggest that the in-situ gold mineralization can be categorized as an orogenic gold deposit type (also known as mesothermal gold deposit type).

The so-called orogenic gold deposits are emplaced during compressional to transgressional regimes and throughout much of the upper crust, in deformed accretionary belts adjacent to continental magmatic arcs (Groves et al, 1998).

Orogenic gold deposits are formed as a result of circulation and disposition of hydrothermal fluids, other than magmatic solutions. These deposits are associated with magmatism and the intrusions are the only heat source, but the gold-bearing solutions are formed with the participation of metamorphic fluids and meteoritic or sea water in the crust.

The Oko Project is an early-stage exploration project. G2 has sampled gold-bearing quartz veins on surface and in drill holes and successfully confirmed the presence of gold mineralization. It is Micon’s opinion that the orogenic gold geological model on the basis of which the exploration program is planned and executed is suitable for the geological settings of the Oko Project.

Exploration

G2 conducted reconnaissance and prospecting programs in 2016 and 2018, mainly in the Oko block.

During the reconnaissance mapping the G2 exploration team, led by a Mr. J. Oliva, a Senior Consulting Geologist, visited the open pits, the Kronbauer and Rodrigues shafts and took measurements of the orientation of the quartz veins, fault and shear zones, foliation, contacts with the foot and hanging walls. A total of 19 samples were collected and sent for FA (fire assay) analyses to Bureau Veritas Minerals in East Coast, Demerara, Guyana. The assay results ranged from 0.14 g/t to 73.70 g/t.

In 2018 and 2019 G2 completed a geochemical survey. It included soil sampling that covered an exploration grid with 30 lines, 200 m apart. The distance between the auger samples along the exploration lines is 100 m or less. The samples were taken, using an auger at approximately 50 cm depth. The samples were processed in MSALabs and the analyses included Au (ppb) and trace elements. The results from the soil sampling are used for outlining soil anomalies and drill hole targeting. The main lithological units in the area are strongly altered and the geochemical analyses of trace elements distribution are used to differentiate between the major lithological units.

Drilling

The objective of this program was to identify the gold-bearing geological structures, outline the economic mineralization, collect samples for assay and metallurgical testing, and collect enough information for the preparation of an initial mineral resource estimate. From September, 2019 to March, 2022, G2 carried out

a diamond drill program on the Oko Gold Property, targeting the areas with known soil anomalies and small scale mining operations.

The diamond drill holes are drilled using HQ-size drill rods for the first 20 to 30 m until the end of the saprolite and the transitional zone and then they were switched to NQ size. From 10th September, 2019 to 7th March 2022 G2G drilled 116 surface drill holes numbered from OKD-01 to OKD-116 for a total of 28,809 m. The drill holes are located in 3 areas, called Oko Main zone, Oko Northwest and Oko South (Ghani zone). Songela Guyana Inc., of Georgetown, Guyana was the drilling contractor for the 2019-2021 programs. The drill holes were spotted by a geologist, using a compass and a handheld GPS unit with ± 5 m accuracy. Drill hole orientation for the inclined holes was done by the drillers and confirmed by the project geologist. Down-hole survey information was captured using a Reflex Ez-Trac ACT-III (core orientation) survey tool. The readings for the downhole survey were every 30 to 90 m, except for the holes OKD-76, OKD-77 and OKD-78.

The information provided in the Oko Technical Report is based on the data collected from holes OKD- 01 to OKD-116, totaling 28,809 m.

After the overburden, saprolite and transition zone the bedrock is well consolidated, and the core recovery is between 75% and 99 % (average 88%). Additional geotechnical information such as rock quality designation (RQD) and number and type of fractures and breaks was collected.

The drilling intersected the main lithological units – regolith, saprolite, saprock, metasediments (mudstone, sandstone, siltstone), quartz veins, metavolcanics (metabasalt and intermediate volcanics), undifferentiated mafic rocks, diorite and granodiorite. The drilling intersected five shear zones, faults and quartz veins. Within the mineralized intercepts were found high grade intervals with visible gold.

The 2019-2022 drilling programs successfully identified and outlined the gold-bearing geological structures and potentially economic mineralization. The exploration team followed the CIM Mineral Exploration Best Practice Guidelines (CIM, 2018). The geological information for the preparation of an initial mineral resource estimate was collected following standard industry procedures and practices and can be used for mineral resource estimation purposes.

Sampling, Analysis and Data Verification

Grab and Channel Samples

Before the 2011 reconnaissance mapping program, an unknown number of samples were sent to a small, uncertified laboratory for sample preparation and assaying. There is no information about the sampling procedures and the accuracy of the assay results.

Core Samples

Drill core is logged and sampled in a secure core storage facility located on the Oko Project site.

Core samples from the program are cut in half, using a diamond cutting saw, put in plastic sample bags and are sent to MSALabs Guyana, in East Demerara Coast, Georgetown. MSALabs is an accredited geochemical laboratory for gold fire assay analysis. Samples from sections of core with obvious gold mineralization were analyzed for total gold using an industry standard 500 g metallic screen fire assay (MSALabs method MSC 550). All other samples were analysed for gold using standard Fire Assay-AA with atomic absorption finish (MSALabs method FAS-121). Samples returning over 10.0 g/t gold were analyzed utilizing standard fire assay gravimetric methods (MSALabs method FAS-425).

QA/QC Monitoring

Certified reference materials (“CRM” or “standards”) for gold, blanks and field duplicates are routinely inserted into the sample stream, as part of G2’s Quality Assurance/Quality Control program (QA/QC). A total of 15,919 (13,564 core samples and 2,355 QA/QC samples) were analysed for gold. The QA/QC samples are 15% of the total amount of samples, sent to MSALabs. G2 has sent 73 check samples to send them to a second laboratory for verification.

Data Verification and Site Visit

The data verification conducted by Micon involved the following:

Site visit to the Oko Gold Property for field observations.
Independent sampling and collecting GPS data from the areas of exploration and mining activities on the Oko property.
Verification of some field data including drill hole locations, current and historical open pit and underground workings and outcrops.
Review of the data from the reconnaissance exploration and the assay certificates.
Review and verification of the drill hole database for Oko Project (holes OKD-01 to OKD-86).
Downloaded the assay certificates directly from the MSALabs server and compared the assay results with the data provided by G2.
The results from the fire assay analyses from coarse rejects for gold Au (g/t) are compared with the original fire assay results that are used in the resource estimate.

All information, requested during the site visit was provided by the G2G consultants and management. The observations during the site visit confirm that the drilling program at the Oko Gold Property is conducted, following the standard industry procedures and the CIM Mineral Exploration Best Practice Guidelines (2018) and the drill hole data can be used for mineral resource estimation purposes.

Mineral Processing and Metallurgical Testing

In 2021, G2 completed Bulk Leach Extractable Gold (BLEG) tests undertaken on drill core samples from the Oko Gold Property. The tests were completed by MSALabs in Guyana and results have been reviewed by Richard Gowans P.Eng., a Principal Metallurgist and Qualified Person (QP).

A total of seven samples from four different drill holes were selected by G2 for BLEG tests. Each 1 kg sample was ground to approximately 85% passing 75 microns and leached for 12 hours in a 1% sodium cyanide solution. The pH was maintained above 9 throughout the test period using sodium hydroxide.

The average difference between the feed assays and the calculated head assays is less than 4% which suggests that the tests are reliable and nugget effects, sampling and assay errors, are not significant.

The BLEG averaged 98.4% and varied between 93.9% and 99.5%. These results demonstrate that there is no refractory gold component in the OKO drill core samples and high gold recoveries (>95%) would be expected using conventional agitation leach technology, such as carbon-in-pulp (CIP).

Mineral Resource Estimate

Micon and its QPs have used the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines, which were adopted by the CIM Council on November 29, 2019, in estimating the mineral resources contained within the Main Zone of the Oko Gold Property (OMZ).

Mineral Resource Database and Wireframes

The mineral resource estimate is based on a drill hole database (csv files), topographic surface (DTM as a Leapfrog mesh file) and geological model, provided by G2. The input data was validated by Micon prior modelling and resource estimation.

G2 and Micon jointly defined five mineralized domains in the Main Zone and they are: Shear 1 (abbreviated as S1), Shear 2 (S2). Shear 3 (S3), Shear 3 South (S3S), Shear (S4) and Shear 5 (S5). The top few meters were modelled as regolith (saprolite and rocks contact) and from here and additional ten (10) meters in rock were assigned as a mining crown pillar.

G2 and Micon have used Leapfrog Version 2021.2.4 to generate the 3D geological model and the wireframes (meshes) of the mineralised zones.

Block Model

The commodity of economic interest at the Oko Gold Property is gold; no other commodities have been assessed at this time. The estimation of the deposit tonnage and grade was performed using Leapfrog Geo/EDGE software. A block model was constructed to represent the volumes and attributes of rock, density and grade within the five shear zones.

The drill hole intercepts used to model the wireframes were flagged into the mineral envelope to which they belonged. Each zone was interpolated using only the composites within that zone.

Economic Parameters

The mineral resource for the Oko Main Zone has been constrained by reasonable mining shapes, using economic assumptions appropriate for an underground mining scenario. The potential mining shapes are conceptual in nature, not stope designs, and are based on a 4.00 g/t Au cut-off value. The table below summarizes the underground economic assumptions upon which the resource estimate for the Oko Main Zone is based.

Description	Units	Value Used
Gold Price	US$/oz	$1,700
Mining Underground Cost	US$/t	$75.00
Processing Cost	US$/t	$15.00
G&ACost	US$/t	$2.50
GoldMet.Recovery	%	85.0

The economic parameters were used to calculate the breakeven gold cut-off grade of 2.0 g/t Au, however, due to the high-grade nature of the shear zones, the potential underground mining shapes were done at a 4.0 g/t Au cutoff.

Also, mined out voids were discounted for S3, S4 and S5 zones, the shapes were estimated from limited underground workings data.

Mineral Resource Estimate and Classification

Micon has classified the mineral resources at the Oko Main Zone Project in the Indicated and Inferred category. Micon categorized some areas with close drill hole spacing as Inferred resources mainly due to some uncertainties regarding the underground mined out volumes, poor topographic survey and low drill core recoveries.

The mineral resource estimate for Oko Main Zone is summarized in the table below. The effective date of this mineral resource is April 14, 2022, and the resource is reported using a cut-off grade of 4.0 g/t gold.

Category	Zone	Mass (Kt)	Average Grades	Contained Metal
			Au (g/t)	Au (koz)
Indicated	S3	469	8.66	131
	S4	323	8.59	89
	Total	793	8.63	220
Inferred	S3	1,776	7.67	438
	S4	122	6.37	25
	S5	1,375	11.55	511
	Total	3,274	9.25	974

Notes:

Effective date April 14, 2022; CIM definitions were followed for Mineral Resources.
The wireframes are based on shear zone lithology and a base cut-off grade of 1.0 g/t gold. The wireframes are snapped to the drill hole traces and have been model to a minimum horizontal width of 1.5m
The mineral resource is estimated using 1,155 composites of 1 m equal length, selected from 98 intersecting diamond drill holes.
A combination of restricted search ellipse and grade capping after compositing have been applied on each shear zone to mitigate the influence of outliers. Capping grade are S1 = 7.0 g/t Au, S2 = 3.0 g/t Au, S3 = 35.0 g/t Au, S4 = 70.0 g/t Au, S5 = 60.0 g/t Au and S3S= 2.0 g/t Au
The economic underground mining cut-off is calculated to be 2.0 g/t Au derived from a gold price of US$1,700/oz with a metallurgical recovery of 85%, mining cost of US$75.0/t, processing cost of US$15.0/t, and a G&A cost of US$2.5/t.
G2 decided to report this mineral resource at a higher cut-off grade of 4.0 g/t Au, given the high-grade nature of the deposit.
Rock density average was used for the shear zones based on measurements taken from core specimens, with an average value of 2.84 g/cm[3] .
The resource estimate has been done using a sub-block model with parent block size of 10 m along strike and down dip and 3 m across strike, with a child block size of 0.5 m across strike and 2 m along strike and down dip.
Mineral resources which are not mineral reserves do not have demonstrated economic viability.
The block model grades were estimated using the Ordinary Kriging interpolation method, with search parameters derived from geostatistical analysis performed within the mineralization wireframes. Variogram ranges are from 60 m to 70 m for Au in the major axis.
Mined out volumes have been discounted from the mineral resource for zones S3, S4 and S5 based on limited underground workings survey and available local reports.
Preliminary underground constraints were also applied to report the mineral resource including a 10 m span crown pillar and the elimination of isolated or scattered blocks above cut-off grade.
Micon has not identified any legal, political, environmental, or other factors that could materially affect the potential development of the mineral resource estimate.
The mineral resource estimates are classified according to the CIM Standards which define a Mineral Resource as “a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge including sampling.”
The mineral resource was categorized based on geological confidence into the Indicated and Inferred categories. Indicated blocks are within 50 m apart and regular drilling coverage with at least 4 drillholes along strike and down dip. An inferred mineral resource has the lowest level of confidence. It is reasonably expected that part of the inferred mineral resources could be upgraded to indicated mineral resources with additional infill drilling.

As part of its update of G2’s 2021 mineral resource estimate, Micon examined the sensitivity of the mineral resource to a higher and lower gold cut-off.

In validating the block model and the resource estimate, Micon conducted a statistical comparison of the input 1 m composites, against output interpolated data in the block model.

The statistical comparison of the shear zones shows reasonable agreement of the input data versus output estimated blocks. In addition, the block model validation was performed using swath plots.

AUDIT COMMITTEE INFORMATION

The members of the Audit Committee of the Company are currently Bruce Rosenberg (Chair), Stephen Stow and Daniel Noone, each of whom, other than Mr. Noone, is independent, and all members are financially literate within the meaning of applicable securities legislation. Each of Messrs. Rosenberg, Stow and Noone is familiar with accounting principles, financial statements and financial reporting requirements as a result of: (i) Mr. Rosenberg’s experience practicing corporate law and commercial litigation since 1980, and his experience as a former director of Guyana Goldfields Inc.; (ii) Mr. Stow’s experience practicing law in London, England and Hong Kong for eight years, his global executive experience in management of private and public companies, and his experience having served as Director of Corporate Finance, Asia for the national Westminster Bank, Hong Kong Division, as a co-founder of an advisory group in Hong Kong, and CEO and/or Director of three junior mining boards; and (iii) Mr. Noone’s more than 30 years of international mineral exploration and development experience ranging from implementing grassroots programs through to feasibility studies, his experience as Chair of GPM Metals Inc., Executive Director and V.P. of Exploration at Guyana Goldfields Inc., V.P. of Peruvian Operations for Aquiline Resources Inc. and President and CEO of Absolut Resources Inc., and his degree in geology from Ballarat University and an MBA from Melbourne University.

The Audit Committee has adopted a written charter setting out its mandate and responsibilities, a copy of which is set forth in Schedule “A” to this AIF. All audit and non-audit services provided by the Company’s external auditors must be approved by the Audit Committee, as set forth in the Charter of the Audit Committee.

Audit Fees

The following chart summarizes the aggregate fees billed by the external auditors of the Company for professional services rendered to the Company (on a consolidated basis) during the fiscal years ended May 31, 2023 and 2022 for audit and non-audit related services:

Type of Work	Year Ended May 31, 2023	Year Ended May 31, 2022
Audit fees(1)	$75,000	$70,000
Audit-related fees(2)	$97,600	Nil
Taxadvisoryfees(3)	$Nil	Nil
All other fees	$Nil	Nil
Total	$172,600	$70,000

Notes:

(1) Aggregate fees billed for the Company’s annual financial statements and services normally provided by the auditor in connection with the Company’s statutory and regulatory filings.

(2) Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported as “Audit fees”, including: assistance with aspects of tax accounting, attest services not required by state or regulation and consultation regarding financial accounting and reporting standards.

(3) Aggregate fees billed for tax compliance, advice, planning and assistance with tax for specific transactions.

RISK FACTORS

The operations of the Company are speculative due to the high-risk nature of its business. An investment in Common Shares entails certain risks, which should be considered carefully, including, without limitation, the risk factors set out below.

Negative Operating Cash Flow and Dependence on Financing

The Company has limited royalty revenues from ongoing operations and has recorded significant accumulated losses. Based upon current plans, the Company expects to incur operating losses in future periods due to ongoing expenses associated with the holding, exploration, and development of the Company’s mineral property interests.

The Company’s continuing operations are dependent on its ability to secure equity and debt financing, with which it intends to identify, evaluate, and acquire interests in mineral properties. The circumstances that could affect the Company’s ability to secure equity and debt financing that is reasonably likely to occur are, without limitation, as follows:

the state of capital markets for junior companies in the mineral exploration industry and generally;
the prevailing market prices for precious minerals; and
changes in laws, regulations, and political conditions.

The Company will likely continue to have limited financial resources and its ability to achieve and maintain profitability and positive cash flow will remain dependent upon the Company being able to:

develop and/or locate a profitable mineral property;
generate royalty revenues in excess of expenditures; and
minimize exploration and administrative costs in the event revenues and/or the availability of financing is insufficient, in order to preserve available cash.

As stated above, to maintain the Company’s business, in the absence of significant cash flow from operations, the Company will have to raise funding through financing activities. However, in the event it needs to do so, there is no certainty the Company will be able to raise funds at all or on terms acceptable to the Company. Furthermore, additional funds raised by the Company through the issuance of equity or convertible debt securities would cause the Company’s current shareholders to experience dilution. Such securities also may grant rights, preferences, or privileges senior to those of the Company’s shareholders. The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain restrictive covenants, which likely would restrict the Company’s operations.

Uncertainty Related to Exploration Potential

The property interests owned by the Company are in the exploration stage only, are without known bodies of commercial mineralization and the Company has no ongoing mining production at any of them. The Company’s mineral exploration activities may not result in any discoveries of commercial bodies of mineralization. If the Company’s efforts do not result in any discovery of commercial mineralization, the Company will be compelled to look for other exploration projects or cease operations. Additionally, the exploration and development activities of the Company may be disrupted by a variety of risks and hazards, which may be beyond the control of the Company. These risks include, but are not limited to, social and political strife, litigation, labour stoppages, the inability to obtain adequate power, water, and labour,

including consultants or other experts, as well as suitable machinery and equipment. In addition, the Company may be unable to acquire or obtain such necessities as water and surface rights, which may be critical for the continued advancement of exploration and development activities on its mineral property rights.

Inherent Risks Associated with Mining, Exploration and Development

The Company’s activities are subject to a high degree of risk due to factors that, in some cases, cannot be foreseen, anticipated, or controlled. These risks include, but are not limited to: tectonic or weather activity that may provoke landslides, damage infrastructure or other impacts; labour disruptions; local political or social pressure; the possible economic and human effect of one or more pandemics, legislative and regulatory changes; crime, including corruption; the inability to obtain adequate sources of power, water, labour, suitable or adequate machinery and equipment, and service providers, including drilling, engineering and environmental contractors, as well as expert attorneys and consultants. In addition, the Company may be unable to acquire or obtain such requirements as water rights, easements and other surface rights, which may be critical for the continued advancement of exploration, development and operational activities on its mineral concessions. Furthermore, the Company is currently or may become involved in one or more of regulatory and/or legal processes where, in spite of its best reasonable efforts and those of its legal advisors and consultants, results are always uncertain. These processes could generate delays and adverse decisions and could negatively impact project development and the Company’s prospects.

No History of Mineral Production

The Company has never had an interest in a mineral producing property. There can be no assurance that any property of the Company will ever be brought to a stage where its Mineral Resources can profitably be produced thereon. Factors which may limit the ability of the Company to find or develop additional Mineral Resources or Mineral Reserves and produce from its properties include, but are not limited to, the price of the relevant commodity, availability of additional capital and financing, and the nature of any mineral deposits.

Political, Economic, Social, Security, and Other Risks of Operating in Guyana

The Company’s projects are located in Guyana; consequently the Company is dependent upon the performance of the Guyanese economy. As a result, the Company’s business, financial position and results of operations may be affected by the general conditions of the Guyanese economy, price instabilities, currency fluctuations, inflation, interest rates, regulation, taxation, social instabilities, political unrest and other developments in or affecting Guyana over which the Company has no control. In addition, the Company’s exploration and production activities may be affected in varying degrees by political instability and government regulations relating to the industry.

In the past, Guyana has experienced periods of weak economic activity and deterioration in economic conditions. Despite the successive years of growth and the high projection of further growth for the economy in the immediate future due to the activities in the oil and gas industry, the Company cannot assure that such conditions will not return or that such conditions will not have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company’s financial condition and results of operations may also be affected by changes in the political climate in Guyana, to the extent that such changes affect the nation’s economic policies, growth, stability or regulatory environment. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, wealth taxes, expropriation of property, environmental legislation and site

safety. There can be no assurance that the Guyanese government will continue to pursue business-friendly and open-market economic policies or policies that stimulate economic growth and social stability.

In Guyana, the government has historically exercised substantial influence on the local economy. However, in relation to the mining and the extractive industry, influence has more been related to legislation and regulations rather than direct participation in the industry.

The political uncertainty and the potential for political corruption in Guyana may have an adverse impact on the Company’s business, financial condition and results of operations. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income or mining taxes, expropriation of property, environmental legislation and permitting and mine or site safety.

The Company’s property interests and proposed exploration activities in Guyana are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, changing political conditions, and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company.

Government Expropriation

Even if the Company’s mineral property interests are proven to host economic mineral resources, governmental expropriation may result in the total loss of the Company’s mineral property interests without any compensation to the Company. Similarly, expropriation or shutdown of financial institutions or other entities the Company does business with could impact operations. Further, expropriation of other businesses, in mining or other industries, could impact the Company’s ability to operate and obtain financing, as well as its strategic options. Finally, expropriation need not be outright, there are many forms of creeping expropriation, through taxation and other mechanisms, that if applied could negatively impact the company’s operations and prospects.

Effect of Extensive Laws and Regulations Governing Health, Safety, Environment and Communities

The Company’s exploration and development activities are, or may become, subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker and community safety, employee health, mine development, water, preservation of archaeological remains and endangered and protected species, as well as extensive reporting and community engagement requirements, and more. The Company’s ability to obtain permits and other approvals and to successfully operate locations may be adversely impacted by real or perceived detrimental events associated with the Company’s activities or those of other mining companies or associations, or even artisanal or illegal miners, affecting the environment, water, wildlife, human health, or the safety of nearby communities, both within and outside of Canada and Guyana. Delays in obtaining or failure to secure government permits and approvals, or to secure evictions of illegal miners or other invaders, may adversely affect the Company’s ability to access, explore or develop its properties. The Company has made, and expects to make in the future, significant expenditures to comply with laws and regulations and to the extent reasonably possible, generate social and economic benefit in nearby communities. On occasion, areas in the Company’s mineral properties are, or may become, occupied by illegal miners, and these incidents are reported and dealt with by the Company using procedures available to it under Canadian or Guyana law as may be the case. The Company, however, may be required to remediate areas on its concessions impacted by its own activities or those of third parties. Future changes to environmental laws, regulations and permitting processes or changes in their enforcement

or regulatory interpretation could have an adverse impact on the Company’s operating and financial condition.

Significant Expenditures Required

Substantial expenditures are required to establish mineral reserves through drilling and the estimation of mineral reserves or mineral resources in accordance with the Canadian Institute of Mining Guidelines. Although significant benefits may be derived from the discovery of a major mineralized deposit, the Company may not discover minerals in sufficient quantities or grades to justify a commercial mining operation and the funds required for development may not be obtained on a timely basis or may not be obtainable on terms acceptable to the Company. Estimates of mineral reserves and mineral resources can also be affected by environmental factors, unforeseen technical difficulties and unusual or unexpected geological formations. In addition, the grades of minerals ultimately mined may differ from those indicated by drilling results. Material changes in mineral reserve or mineral resource estimates, grades, stripping ratios or recovery rates may affect the economic viability of any project.

Fluctuating Value of Common Shares

The Company is authorized to issue an unlimited number of Common Shares. The Company may issue more Common Shares in the future. Sales of substantial amounts of Common Shares (including shares issuable upon the exercise of stock options and warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Common Shares and the ability of the Company to raise equity capital in the future.

Failure to Obtain and Maintain Social Licenses

The Company´s concessions may be near, or in some cases overlap with, local communities, and it often needs local approvals to access these areas and/or operate. The Company often enters into agreements with local communities, groups or individuals that address surface access, road or trail usage, local employment, and other key issues. The ethnic composition, social organization and landownership structure of the communities may differ on a case-by-case basis, as may the Company´s exploration requirements and impacts. Similarly, local concerns regarding environmental and social impacts, both current and historic, including pressures and worries related to the activities of illegal miners, as well as expectations related to Company employment, social investment programs and other benefits tend to vary from place to place. Every local stakeholder relationship, however, requires ongoing dialogue and relationship management. For these purposes, the Company’s senior management engages directly with the relevant stakeholders with the aim of creating sustainable and enduring relationships based on collaboration, shared interests, and trust.

However, events do not always unfold as intended or according to plan, and the status of relations can deteriorate for any number of reasons, including, but not limited to: influences of local or external political or social actors or organizations, shifts in the agendas or interests of individuals or the community as a whole, or the Company´s inability to deliver on community expectations or its commitments, or the occurrence of the unexpected, as in the case of a pandemic. The Company’s senior management is prepared to manage such situations and issues are usually resolved through dialogue within a reasonable timeframe.

If under extreme circumstances the Company were to lose its social license with one or more communities and be unable to recover it, this could seriously impact the viability of any project. Additionally, in recent years, local political and social groups, and organizations, including indigenous confederations, at times funded at least in part by international nongovernmental organizations, have increased their activities against extractive industries in many jurisdictions, including Canada. Activists have taken such actions as road closures and work stoppages, as well as succeeded in attracting the attention of different local and

national media outlets, at times negatively impacting the reputations of the mining sector and/or specific companies. The International Labour Organization convention requires free, prior, and informed consultation to aboriginal or indigenous communities. The Company is committed to the highest standards of such consultation. It is the Company’s understanding that there are no aboriginal or indigenous communities in its Projects, but such initiatives cannot be entirely ruled out and, if pursued, may have a material adverse effect on the Company’s operations and projects and on its financial position, cash flows and results of operations.

Single Material Property

The Oko Gold Property is currently the Company’s only material property. Actual development costs may differ materially from the Company’s estimates and may render the development of one or more of the Company’s projects economically unfeasible. The Company is dependent upon the Oko Gold Property for future revenue and profits, if any. Should the development of the Oko Gold Property not prove to be possible or practicable for political, social, engineering, technical or economic reasons, then the Company’s business and financial position will be significantly and adversely affected from that reasonably expected by the Company, based on data available to it as of the date of this AIF. If the Company discovers a potentially economic mineral resource or mineral reserve at any of the properties the Company has an interest in, there is no assurance that the Company will be able to monetize the asset which includes by sale of the asset developing a mine thereon, or otherwise commercially exploiting such mineral resource or mineral reserve, which could materially adversely affect the Company’s financial condition and prospects.

Fluctuations in Gold Prices

The Company’s revenues, if any, are expected to be almost entirely derived from its work in development of one or more of its projects such that it is seen as an attractive opportunity to a midtier resource producer to mine the gold at a commercially attractive all-in sustained cost base. However, prices of such commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company’s control, including: one or more worldwide pandemic(s), international economic and political trends; expectations of inflation; currency exchange fluctuations; interest rates; consumption patterns; speculative activities; and increased production due to new mine developments and improved mining and production methods.

The effect of these factors on the price of gold, and, therefore, on the economic viability of any of the Company’s mining properties to a 3rd party producer as purchaser, cannot be accurately predicted, but nonetheless may adversely impact the Company’s ability to continue to raise capital and conduct its operations.

Competition

The Company competes with many companies, including those possessing greater financial resources and technical capabilities, for the acquisition of mineral concessions, claims, leases, other mineral interests, and equipment required to conduct its activities as well as for the recruitment and retention of qualified employees, and contracting of attorneys, consultants, and technical experts. Guyana is an emerging mining country with one large mine that only just commenced production in 2016 and as a result mining expertise is limited and competition for qualified nationals is particularly intense.

Increase in Economic Growth in Guyana

The Guyanese economy continues to grow very rapidly, supported by the government’s modernization plans, including expansion in the oil sector. According to the International Monetary Fund, following record

real GDP growth in 2022 (of 62.3%, the highest in the world), real GDP is expected to continue to grow extremely fast in 2023 (38%). Guyana’s economic growth could be affected by the change in the price of crude on the global market. Emerging-market investment generally poses a greater degree of risk than investment in more mature market economies because of the increased risk of destabilization resulting from domestic and international developments.

There can be no assurance that any financial crises or geo-political crises will not negatively affect investor confidence in emerging markets and economies such as Guyana.

Protection of Mining Rights in Guyana

The Company’s mineral rights in Guyana are guaranteed by the Constitution and applicable laws. Mineral rights in Guyana are governed by the Mining Act of 1989 and applicable mining regulations. The applicable legislation includes several legal recourses for the exercise of rights to seek protection against third parties, which include, among others, illegal miners and squatters and include the forcible removal of such third parties from the areas of the Company’s mineral rights, either through the regulatory authority (GGMC) or the Guyanese courts. However, the effective protection of the Company’s mineral rights and the capability or willingness of Guyanese authorities to enforce the Company’s rights cannot be assured. Lack of governmental or judicial enforcement of the Company’s mineral rights may have an adverse impact on the Company’s business, financial condition and results of operations.

Failure to Comply with Canadian and Guyanese Laws

The Company’s assets and activities are subject to both extensive Guyanese mining and other laws, Canadian federal, state, provincial, territorial, and local laws and regulations governing various matters, including, where applicable, but not limited to:

land access, use and ownership;
water use;
environmental protection;
land use designations;
social consultation and public referendums;
corporate social responsibility;
management and use of toxic substances and explosives;
rights over and management of natural resources, including minerals and water;
prospection, exploration, development and construction of mines, production and reclamation;
exports and imports;
taxation;
mining royalties;
imposition of capital restraints by the Government of Guyana, affecting the Company’s ability to operate and to realize the value it may have added to its assets, to the detriment of its shareholders;
• importation of equipment and goods necessary for the Company’s development of its concessions; • transportation;
hiring practices and labour standards by companies and contractors, as well as occupational health and safety, including mine safety;
reporting requirements related to investment, social and environmental impacts, health and safety issues, and other matters;
processes for preventing, controlling or halting artisanal or illegal mining activities; and

• historic and cultural preservation.

The costs associated with legal and regulatory compliance can be substantial. Existing and future changes to laws and regulations, or more stringent or modified application and enforcement of current laws and regulations by local or nations governmental or judicial authorities could generate additional expenses, capital expenditures, delays in the development of the Company’s properties, and even restrictions on or suspensions of Company operations. Existing or future relevant local laws and regulations may allow governmental authorities and/or private parties to bring complaints or lawsuits against the Company based upon alleged damage to property and/or injury to persons resulting from the environmental, health and safety impacts of the Company’s past and current operations, or possibly even actions or inaction by third parties, including those from whom the Company acquired its properties, and could lead to the imposition of substantial financial judgments, fines, penalties or other civil or criminal sanctions. In this industry in which the Company operates it is an ongoing challenge to comply strictly with all the norms which might apply or be applied to the Company. The Company seeks to retain competent and trained staff, professionals, attorneys, advisors, and consultants in the different jurisdictions in which it does business. Even so, there is no certainty that the Company and its contractors will continuously be compliant with all applicable laws and regulations.

While the Company seeks to fully comply with applicable laws, regulations and local practices, failure of the Company or government officials to comply fully with applicable laws, regulations, and local practices, including those relating to mineral rights applications and tenure, could result in loss, reduction, cancellation or expropriation of entitlements, or the imposition of local or foreign parties as joint venture partners with carried or other interests. Any such loss, reduction or imposition of partners could have a material adverse impact on the Company’s operations or business. Furthermore, unreasonableness, increasing complexity or novel judicial or regulatory interpretations of mining laws and regulations may render the Company incapable of strict compliance.

Dilution

Additional financing needed to continue funding exploration of the Oko Gold Property and its other properties may require the issuance of additional securities of the Company. The issuance of additional securities and the exercise of stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of Common Shares.

Inflation

General inflationary pressures may affect the Company’s labour and other operating costs, which could have a material adverse effect on, among other things, the Company’s financial condition, results of operations and the capital expenditures required for exploration of the Company’s properties. Emerging markets, like Guyana, often experience fluctuating rates of inflation. There can be no assurance that any governmental action will be taken to control inflationary or deflationary cycles, that any governmental action taken will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s business, results of operations, financial condition and share price.

Application of Anti-Bribery Laws

The Company is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act , as well as similar laws in Guyana. If the Company or any of its representatives becomes subject to an enforcement action or is found to be in violation of any such laws,

significant penalties, fines and/or sanctions may be imposed on the Company, and the Company’s global reputation could be impacted, any of which could have a material adverse effect on the Company.

Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition and results of operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company’s business, financial condition and results of operations.

In addition, the Extractive Sector Transparency Measures Act (“ ESTMA ”), which became effective June 1, 2015, requires public disclosure of payments to governments by mining and oil and gas companies engaged in the commercial development of oil, gas and minerals who are either publicly listed in Canada or with business or assets in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments at all levels, including entities established by two or more governments. ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure improvement payments, and any other prescribed payment over $100,000. Failure to report, false reporting or structuring payments to avoid reporting may result in fines of up to $250,000 (which may be concurrent). If the Company becomes subject to an enforcement action or is in violation of ESTMA, this may result in significant penalties, fines and/or sanctions, which may have a material adverse effect on the Company’s reputation.

Assumptions and Parameters Concerning the Oko Gold Property

The anticipated results of any exploration, development and production activities on mining properties are based in large part on geological, environmental and economic assessments, independent geologists and consultants. Such assessments on the Oko Gold Property include but are not limited to the assumptions and parameters underlying the anticipated recoverability of metals and minerals, future prices of metals and minerals, marketing, operating costs, environmental restrictions, capital expenditures, royalties, and other government levies and taxes which may be imposed over the Oko Gold Property. See “ Narrative Description of the Business – Material Property ” for some of the assumptions, parameters and factors considered in the Oko Technical Report. Many of these factors are subject to change and are beyond the control of the Company. In particular, the prices of, and markets for, metals and minerals may change from those anticipated at the time of making such assessment. In addition, all such assessments involve a measure of geologic, environmental and regulatory uncertainty that could result in lower than anticipated Mineral Resources and Mineral Reserves, production results or higher operating or capital expenditures.

Technical Report Results and Further Advancement of the Oko Gold Property

There is a risk that the Oko Gold Property may not yield the anticipated results set out in the Oko Technical Report to warrant advancement or the Board and/or management of the Company may decide not to proceed with the further exploration and development of the Oko Gold Property. Such a decision may create a material adverse effect on the Company and may materially adversely affect the Company’s financial condition and its ability to raise funds through financing transactions.

Risks Related to Inaccurate Estimates

Unless otherwise indicated, mineralization figures presented by the Company in filings with securities regulatory authorities, press releases and other public statements that may be made from time to time, are based upon estimates made in good faith by Company personnel and independent geologists. These estimates are inherently imprecise, as they depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable for any company in this

industry at the same stage of asset development. As a result, there can be no assurance that mineral resource or other mineralization figures or estimates of costs (including initial capital costs and initial capital intensity) and expenses will be accurate, nor that the resource mineralization could be mined or processed profitably. The Company has not commenced production at any of its properties, nor defined or delineated any proven or probable mineral reserves. Therefore, the mineralization estimates for the Company’s properties may almost certainly require adjustments or downward revisions based upon inherently unknown further exploration or development work, or actual production experience.

In addition, the grade of ore ultimately mined, if any, may differ from that indicated by and inferred from drilling results. Furthermore, there can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or at production scale. As a result, the mineral resource and mineral reserve estimates that may be contained in the Company’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time have been determined and valued based on assumed future prices, cutoff grades and operating costs that may prove to be inaccurate. In addition, extended declines in future market prices for gold or other metals to be discovered on properties of the Company from time to time may render portions of the Company’s mineralization uneconomic and result in reduced reported mineralization.

The estimated parameters for the Company’s projects may be changed as development and mining plans are generated and refined. These parameters would include estimates of how plants, equipment and processes may operate in the future at the Company’s projects, for which cost and productivity estimates may prove to be incorrect.

Any material alteration in the above noted estimates, or of the Company’s ability to extract mineralization from its projects, could have a material adverse effect on the Company’s results or financial condition.

Environmental Risks and Hazards

All phases of the Company’s consolidated operations are subject to environmental regulation in Guyana. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, including potential loss of title, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties.

Government approvals, approval of indigenous people and permits are currently and may in the future be required in connection with the operations of the Company. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason

of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reductions in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Changes in Climate Conditions

Governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, the Company expects that this may result in increased costs at some of its operations. In addition, the physical risks of climate change may also have an adverse effect on the Company’s operations. These risks include extreme weather events such as increased frequency or intensity of wildfire seasons or prolonged drought which could have the potential to disrupt the Company’s operations. Effects of climate change or extreme weather events could cause prolonged disruption to the delivery of essential commodities, which may cause the Company’s production efficiency to be reduced.

The Company can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.

Inadequate Infrastructure and Resources

Mining, development, exploration, and production activities depend, to one degree or another, on adequate infrastructure and services. Reliable power and fuel sources, roads, bridges, as well as water supplies are important determinants which affect need for capital, as well as operating costs and safety. The lack of availability on acceptable terms or delay in availability of any one or more of these items could prevent or delay development of one or more of the Company’s projects.

If adequate infrastructure is not accessible or implementable, there can be no assurance that the development of one or more of the Company’s project(s) will commence or be completed on a timely basis, if at all. In addition, unusual or infrequent weather phenomena, tectonic activity, sabotage, government, social or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

Land Title

Although the Company has sought and received such representations as it has been able to obtain from vendors in connection with the acquisition of, or options to acquire, an interest in its mining properties and surface rights, and has conducted reasonable investigations of legal title to each such property, the properties in which the Company has an interest may be subject to prior unregistered agreements or transfers or native land claims, or it is possible that title may be affected by currently undetected defects.

The Company also holds, or is entitled to acquire, legal title to the prospecting and mining permits beneficially owned by the Company through contracts between the Guyanese counterparties and the Company’s country manager, Mrs. Violet Smith, who is a Guyanese national. The Company could encounter difficulties or delays in enforcing its rights under such agreements, which could affect its

ownership rights in those prospecting and mining permits. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Permits

In the ordinary course of business, the Company may be required to obtain new governmental permits as well as renew permits for exploration and development activities and any ultimate development, construction, and commencement of mining operations. Obtaining or renewing necessary permits can be a complex and time-consuming process, which at times may involve several political jurisdictions and different government agencies that may not have the expertise, resources or political disposition needed for efficient and timely processing and may require public hearings and costly undertakings on the Company’s part. The duration and success of the Company’s efforts to obtain and renew permits are contingent upon many variables not within its control, including the interpretation of applicable requirements implemented by permitting authorities, the expertise and diligence of civil servants, challenges presented by social and political actors, and the timeframes for agency decisions. The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could slow exploration and/or development or impede the eventual operation of a mine and might adversely impact the Company’s operations and profitability.

Limited Access to Insurance

Mineral exploration involves risks, which, even with a combination of experience, knowledge and careful evaluation, any mining exploration company may not be able to overcome. Operations in which the Company has a direct or indirect interest may be subject to all the hazards and risks normally incidental to exploration for precious and non-precious metals. Any of these could result in work stoppages, damage to property, and possible environmental damage. The Company presently has very limited commercial liability insurance and does not intend to increase its liability insurance. As a result of having limited liability insurance, the Company could incur significant costs that may have a materially adverse effect upon its financial condition and even cause the Company to cease operations.

No Assurance of Market Demand

There is no assurance that even if commercial quantities of minerals are discovered at any of the Company’s projects, a ready market will exist for sale of any project based on a market for the relevant discovered minerals. Factors beyond the control of the Company may affect the marketability of any minerals discovered. These factors include but are not limited to: market fluctuations; domestic and international economic trends and political events and the possible short, medium and long term effects on funding for mining companies of a South America or worldwide pandemic, whether by COVID-19 or other as yet unknown virus; inflation or deflation; currency exchange fluctuations; interest rates and global or regional consumption patterns; speculative activities; and, government laws and regulations, including those relating to prices, taxes, royalties, land tenure, land use, labour, importing of equipment, importing and exporting of minerals, and environmental protection. The exact effect of any of these factors cannot be accurately predicted, but a combination of them may result in the Company not receiving an adequate return on invested capital or losing its invested capital.

Hedging

The Company does not have a hedging policy and has no current intention of adopting such a policy.

Exchange Rate Risk

The Company and its subsidiaries incur most of their expenditures in Canadian dollars, and corporate general and administrative expenses are primarily paid in Canadian dollars. The only need for funds to be sent to Guyana is for monthly costs. These are exposed to currency risk of CAD to USD, since the Guyanese dollar is usually traded in a narrow range of about 5% with the U.S. dollar. Thus, the Company is exposed to financial risk arising from fluctuations in the exchange rates between the U.S. dollar and Canadian dollar, and the degree of volatility of these rates. The Company’s third party drilling contracts and assaying are significant costs for the Company, which costs are payable in Guyanese dollars primarily, so the Company is exposed to an exchange rate risk. The Company does not use derivative instruments to reduce its exposure to foreign currency risks.

Exchange Controls

Foreign operations may require funding if their cash requirements exceed operating cash flow. Guyana does not currently have any exchange controls, and none are anticipated. In addition, taxes and exchange controls may affect the dividends that the Company receives from its foreign subsidiaries or branch offices of foreign subsidiaries. Exchange controls may prevent the Company from transferring funds abroad.

The Company cannot assure that there will not be a tax imposed with respect to the expatriation of the proceeds from the Company’s foreign subsidiaries or branch offices of foreign subsidiaries to the Company. The implementation of a restrictive exchange control policy, including the imposition of restrictions on the repatriation of earnings to foreign entities, could affect the Company’s ability to engage in foreign exchange activities, and could also have a material adverse effect on the Company’s business, financial condition and results of operations.

Dependence on Key Personnel

The Company’s future performance is dependent on key personnel. The temporary or permanent loss of the services of any of the Company’s and its subsidiary’s executives or directors could have a material adverse effect on the Company’s business. The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and the Board. The loss of the services of any of the Company’s executives or directors could have a material adverse effect on the Company business, results of operations and financial condition. The Company currently does not carry any key person insurance on any of its executives or directors. The Company has limited resources and is currently unable to compete with larger organizations with respect to compensation and perquisites.

Reputational Risk

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at much greater risk of losing control over how they are perceived in the marketplace. Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to the Company’s handling of environmental matters or the Company’s dealings with community groups), whether true or not. The Company places a great emphasis on protecting its image and reputation, but the Company does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and an impediment to the Company’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.

Epidemics, Pandemics, Natural Disasters, Terrorist Acts and Other Disruptions

Global markets have been adversely impacted by natural disasters, terrorist acts, health crises and other disruptions, including infectious diseases and the threat of outbreaks of viruses and other contagions, including COVID-19, and the Russian invasion of Ukraine. Global financial conditions could suddenly and rapidly destabilize in response to existing and future events, as government authorities may have limited resources to respond to existing or future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes, including natural disasters, epidemics (such as the COVID-19 virus pandemic), geopolitical instability and war (such as the Russian invasion of Ukraine), changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the Company’s ability to obtain financing or make arrangements to finance its operations. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on the Company and the trading price of the Company’s securities could be adversely affected.

Conflicts of Interest

To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential conflicts of interest between the Company and any directors or officers of the Company, except that certain of the directors and officers serve as directors, officers, promoters and members of management of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the CBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

The Company has also adopted a Code of Business Conduct and Ethics, to govern the activities of its directors, officers and employees, which is available on the Company’s website at www.g2goldfields.com.

Information Technology Systems

The Company’s information technology systems are subject to disruption, damage or failure from various causes, including, but are not limited to, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into the Company’s operations. Incidents involving cyber security are evolving and include, without limitation, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various measures have been implemented to manage the Company’s risks related to its information technology systems and network disruptions. However, given the unpredictable nature, timing and scope of information technology system disruptions, the Company could potentially be subject to operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of its systems and networks or financial losses, any of which could have a material adverse effect on the Company’s cash flows, reputation, financial condition or results of operations.

Internal Control over Financial Reporting

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“ NI 52-109 ”), the Company’s certifying officers, as a venture issuer, are not required to make representations relating to the establishment and maintenance of disclosure controls and procedures (“ DC&P ”) and internal control over financial reporting (“ ICFR ”), as defined in NI 52-109. In particular, the certifying officers of the Company will not be required to make any representations that they have:

designed, or caused to be designed, DC&P to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
designed, or caused to be designed, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Enforcement of Legal Rights

The Company’s material subsidiaries are organized under the laws of foreign jurisdictions and certain of the Company’s directors, management personnel and experts are located in foreign jurisdictions. Given that the Company’s material assets and certain of its directors, management personnel and experts are located outside of Canada, investors may have difficulty in effecting service of process within Canada and collecting from or enforcing against the Company or its directors, officers and experts, any judgments obtained by the Canadian courts or Canadian securities regulatory authorities and predicated on the civil liability provisions of Canadian securities legislation or otherwise. Similarly, in the event a dispute arises from the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada.

DIVIDEND POLICY

The Company has not paid any dividends since its incorporation. Any determination to pay future dividends will remain at the discretion of the Board and will be made based on the Company’s financial condition and other factors deemed relevant by the Board.

MARKET FOR SECURITIES

The Common Shares are listed and posted for trading on the TSXV under the symbol “GTWO”.

The table below sets forth the high and low trading prices and volumes for the Common Shares traded through the TSXV on a monthly basis for the period commencing on June 1, 2022 and ending on May 31, 2023.

Month	High	Low	Volume
June	$0.77	$0.57	2,102,690
July	$0.75	$0.55	1,131,582
August	$0.77	$0.59	1,243,586
September	$0.80	$0.51	2,665,558
October	$0.66	$0.53	673,724
November	$0.71	$0.51	1,910,352
December	$0.77	$0.65	2,322,282
January	$0.93	$0.69	7,641,213
February	$0.89	$0.75	1,799,577
March	$0.88	$0.76	1,241,500
April	$0.96	$0.84	1,783,765
May	$0.93	$0.76	3,034,788

PRIOR SALES

The Company issued the following non-listed securities during the financial year ended May 31, 2023.

Date of Grant	Number and Class of Securities(1)	Exercise Price ($)	Expiry Date
August 4, 2022	954,990– Broker Warrants(2)	$0.70	July 15, 2023
September 2,2022	750,000–Options	$0.63	September 2,2025
November 8, 2022	3,000,000–Options	$0.75	November 8, 2025
November 23,2022	750,000–Options	$0.75	November 23,2025
November 28, 2022	2,200,000–Options	$0.75	November 28, 2025
March 3, 2023	750,000–Options	$0.85	March 3, 2026

Notes:

(1) “ Options ” refer to stock options granted under the Company’s stock option plan and “ RSUs ” refer to restricted share units awarded under the Company’s restricted share unit plan.

(2) Each broker warrant entitled the holder to purchase one Share.

DIRECTORS AND OFFICERS

As at the date hereof, the directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 54,750,111 Common Shares, representing approximately 29.8% of the total issued and outstanding Common Shares as at such dat e.

The following table sets forth the name, province and country of residence, office held with the Company, date on which each first became a director (if applicable) and principal occupation during the last five years of each of the current directors and executive officers of the Company.

Name and Residence	Position with Company	Principal Occupation for Five Preceding Years	Director Since
Patrick Sheridan Surrey, United Kingdom	Executive Chairman	Executive Chairman of the Company (since November 2018) President & Chief Executive Officer of the Company (from November 2018 to February 2020) Executive Chairman of Guyana Goldfields Inc. (2013 to July 2018)	2018
Daniel Noone(1) (2) Ontario, Canada	President & Chief Executive Officer, Director	President & Chief Executive Officer of the Company (since February 2020) Vice-President, Exploration of Guyana Goldfields Inc.(from February 2010 to October 2018) Interim President & CEO of the Company (from October 2016 to November 2018)	2010
Bruce Rosenberg(1) (2) Ontario, Canada	Director	Lawyer practicing in the Province of Ontario	2016
Stephen Stow(1) (2) British Columbia, Canada	Director	Chairman of Zen Capital and Mergers Ltd., a private family office advisory company (1996 to present) Director of Lumina Gold Corp. (2015 to present) and Amarillo Gold Corporation (2017 to 2020), both listed resource companies	2019
Carmelo Marrelli Ontario, Canada	Chief Financial Officer	Principal of Marrelli Support Services Inc. (2009 to present), a firm that delivers accounting and regulatory compliance services to companies, including those listed on Canadian exchanges.	N/A
Torben Michalsen Ontario, Canada	Chief Operating Officer	Chief Operating Officer of the Company since November 15, 2022 Construction Superintendent at AMGOLD (2018 to 2021)	N/A

Notes:

(1) Member of the Audit Committee of the Company.
(2) Member of the Compensation Committee of the Company.

Each of the foregoing directors has held the office of director since the time indicated above and will hold office until the next annual meeting or until their successor is duly elected unless their office is earlier vacated in accordance with the by-laws of the Company.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or executive officer of the Company is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including G2) that: (a) was subject to a cease trade or similar order, or an order that denied the Company access to any exemption under securities legislation, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to a cease trade or similar order, or an order that denied the Company access to any exemption under securities legislation, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer, that was in effect for a period of more than 30 consecutive days.

Except as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company is, as of the date hereof, or has been within the 10 years before the date hereof, in their personal capacity, or as a director or executive officer of any company (including G2) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to the bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual, director, executive officer or shareholder. Mr. Marrelli served as a Chief Financial Officer of Media Central Corporation Inc. (“ MCC ”) from June 10, 2021 until January 25, 2022. Mr. Marrelli resigned for non-payment of services. Following Mr. Marrelli’s resignation as Chief Financial Officer, MCC filed an assignment into bankruptcy on March 28, 2022 under the Bankruptcy and Insolvency Act (Canada).

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

LEGAL PROCEEDINGS

Neither the Company nor any of its property is or was the subject of any legal proceedings or regulatory actions during its most recently completed financial year.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set in this AIF, no director, executive officer, holder of more than 10% of the outstanding Common Shares of the Company, or any associate or affiliate thereof has or has had any material interest, directly or indirectly, in any transaction involving the Company during the three most recently completed

financial years or during the current financial year of the Company, that has materially affected or is reasonably expected to materially affect the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is TSX Trust Company in Toronto, Ontario.

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares of which 183,445,110 Common Shares were issued and outstanding as fully paid and non-assessable as at the date of this AIF.

Each Common Share entitles the holder thereof to receive notice of and vote at each meeting of the holders of Common Shares on the basis of one vote per Common Share. The holders of Common Shares are entitled to receive dividends to the extent declared by the directors of the Company, and to participate in the distribution of any assets upon the dissolution or winding-up of the Company, subject in each case to the rights attaching to any securities which have priority over the Common Shares.

MATERIAL CONTRACTS

Other than contracts entered into in the ordinary course of business, there are no contracts that are material to the Company that were entered into either: (i) within the most recently completed financial year of the Company; or (ii) before the most recently completed financial year of the Company and which are still in effect as of the date hereof. See “ General Development of the Business - Three Year History ”.

INTERESTS OF EXPERTS

Ms. Tania Ilieva, Mr. Alan San Martin, and Mr. Richard Gowans, all of Micon International Limited and each of whom is independent of G2 prepared the Oko Technical Report. See “ Narrative Description of the Business – Material Property ” above.

To the Company’s knowledge, each of Ms. Tania Ilieva, Mr. Alan San Martin, and Mr. Richard Gowans held less than 1% of the outstanding securities of the Company, or of any associate or affiliate of the Company, at or following the time when they prepared the Oko Technical Report, or the technical information relating to the Oko Technical Report contained in this AIF. None of the aforementioned persons received any direct or indirect interest in any securities of the Company, or of any associate or affiliate of the Company, in connection with the preparation of the Oko Technical Report, or the technical information relating to the Oko Technical Report contained in this AIF, as applicable.

MNP LLP provide auditors’ reports with respect to the consolidated audited financial statements of the Company. As of the date of this AIF, MNP LLP have reported that they are independent in accordance with the rules of professional conduct of the Institute of Chartered Professional Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information relating to the Company filed under its continuous disclosure obligations is available on SEDAR+ at www.sedarplus.ca.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company’s management information circular for its most recent annual

meeting of shareholders that involved the election of directors, and additional financial information is provided in the Company’s financial statements and management’s discussion and analysis for its most recently completed financial year.

A copy of such documents may be obtained, upon request, from the Company. The Company may require the payment of a reasonable charge from a person or Company who is not a holder of securities of the Company.

For additional copies of this AIF please contact:

G2 Goldfields Inc. 141 Adelaide Street West Suite 1101 Toronto, Ontario M5H 3L5

Tel: (416) 628-5904

SCHEDULE “A” AUDIT COMMITTEE CHARTER

I. MANDATE AND PURPOSE OF THE COMMITTEE

The Audit Committee (the “ Committee ”) of the board of directors (the “ Board ”) of G2 Goldfields Inc. (the “ Company ”) is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Company’s financial statements;
(b) the Company’s compliance with legal and regulatory requirements, as they relate to the Company’s financial statements;
(c) the qualifications, independence and performance of the Company’s external auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Company’s internal audit function; and
(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

II. AUTHORITY

The Committee has the authority to:

(a) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and
(b) communicate directly with the Company’s auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

III. COMPOSITION AND EXPERTISE

The Committee shall be composed of a minimum of three members, each of whom is a director of the Company. The Committee shall be comprised of members, a majority of whom are not officers, employees or Control Persons (as such term is defined in the policies of the TSX Venture Exchange) of the Company. In addition, a majority of members shall be independent as such term is defined in Sections 1.4 and 1.5 of National Instrument 52-110 ( Audit Committees ).

Committee members shall be appointed annually by the Board at the first meeting of the Board following each annual meeting of shareholders. Committee members hold office until the next annual meeting of shareholders or until they are removed by the Board or cease to be directors of the Company.

The Board shall appoint one member of the Committee to act as Chair of the Committee. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

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IV. MEETINGS

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least four times per year and as many additional times as the Committee deems necessary to carry out its duties. The Chair shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 48 hours (excluding holidays) prior to the time fixed for such meeting. The Company’s auditor shall be given notice of every meeting of the Committee and, at the expense of the Company, shall be entitled to attend and be heard at any and all meetings during which interim or annual financial statements are discussed and/or approved. If requested by a member of the Committee, the Company’s auditor shall attend every meeting of the Committee held during the term of office of the Company’s auditor.

A majority of the Committee shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate. The Committee shall appoint a Secretary who need not be a director or officer of the Company. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

V. COMMITTEE AND CHARTER REVIEW

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the TSX Venture Exchange and shall recommend changes to the Board thereon.

VI. REPORTING TO THE BOARD

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

VII. DUTIES AND RESPONSIBILITIES

(a) Financial Reporting

The Committee is responsible for reviewing and recommending approval to the Board of the Company’s annual and interim financial statements, MD&A and related news releases, before they are released.

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The Committee is also responsible for:

(i) being satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in the preceding paragraph, and for periodically assessing the adequacy of those procedures;
(ii) engaging the Company’s auditor to perform a review of the interim financial statements and receiving from the Company’s auditor a formal report on the auditor’s review of such interim financial statements;
(iii) discussing with management and the Company’s auditor the quality of International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”), not just acceptability of IFRS;
(iv) discussing with management any significant variances between comparative reporting periods; and
(v) while discussion with management and the Company’s auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved.
(b)

Auditor

The Committee is responsible for recommending to the Board:

(i) the auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and
(ii) the compensation of the Company’s auditor.

The Company’s auditor reports directly to the Committee. The Committee is directly responsible for overseeing the work of the Company’s auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Company’s auditor regarding financial reporting.

(c) Relationship with the Auditor

The Committee is responsible for reviewing the proposed audit plan and proposed audit fees. The Committee is also responsible for:

(i) establishing effective communication processes with management and the Company’s auditor so that it can objectively monitor the quality and effectiveness of the auditor’s relationship with management and the Committee;
(ii) receiving and reviewing regular feedback from the auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditor’s final report;

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(iii) obtaining and reviewing annually, an annual report from the external auditors describing the external auditors’ internal quality control procedures and any material issues raised by the most recent internal quality control review or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any such issues;
(iv) reviewing, at least annually, a report from the auditor on all relationships and engagements for non-audit services that may be reasonably thought to bear on the independence of the auditor; and
(v) meeting in camera with the auditor whenever the Committee deems it appropriate.

(d)

Accounting Policies

The Committee is responsible for:

(i) reviewing the Company’s accounting policy note to ensure completeness and acceptability with IFRS as part of the approval of the financial statements;
(ii) discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
(iii) reviewing with management and the auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
(iv) discussing with management and the auditor the acceptability, degree of aggressiveness/conservatism and quality of underlying accounting policies and key estimates and judgments; and
(v) discussing with management and the auditor the clarity and completeness of the Company’s financial disclosures.

(e) Risk and Uncertainty

The Committee is responsible for reviewing, as part of its approval of the financial statements:

(i) uncertainty notes and disclosures; and
(ii) MD&A disclosures.

The Committee, in consultation with management, will identify the principal business risks and decide on the Company’s “appetite” for risk. The Committee is responsible for reviewing related risk management policies and recommending such policies for approval by the Board. The Committee is then responsible for communicating and assigning to the applicable Board committee such policies for implementation and ongoing monitoring.

The Committee is responsible for requesting the auditor’s opinion of management’s assessment of significant risks facing the Company and how effectively they are managed or controlled.

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(f) Controls and Control Deviations

The Committee itself is responsible for reviewing:

(i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(ii) major points contained in the auditor’s management letter resulting from control evaluation and testing.

The Committee is also responsible for receiving reports from management when significant control deviations occur.

In consultation with the external auditors, the Audit Committee is responsible for reviewing the adequacy of the Company’s internal control structures and procedures designed to ensure compliance with applicable laws and regulations.

The Audit Committee will review:

(iii) the internal control report prepared by management, including management’s assessment of the effectiveness of the Company’s internal control structure and procedures for financial reporting (collectively Internal Controls over Financial Reporting - ICFR); and
(iv) the Company’s Disclosure Controls and Procedures (DC&P)
(g) Compliance with Laws and Regulations

The Committee is responsible for reviewing regular reports from management and others (e.g., auditors) concerning the Company’s compliance with financial related laws and regulations, such as:

(i) tax and financial reporting laws and regulations; (ii) legal withholdings requirements;
(iii) environmental protection laws; and
(iv) other matters for which directors face liability exposure.

VIII. NON-AUDIT SERVICES

All non-audit services to be provided to the Company or its subsidiary entities by the Company’s auditor must be pre-approved by the Committee.

IX. SUBMISSION SYSTEMS AND TREATMENT OF COMPLAINTS

The Audit Committee has adopted a Whistleblower Policy to facilitate the reporting by the Company’s directors, officers or employees of any “Reportable Activity”, as such term is defined in the Whistleblower Policy. The Whistleblower Policy establishes procedures for: :

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(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

X. HIRING POLICIES

The Committee is responsible for reviewing and approving the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Company.

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AI assistant

G2 Goldfields Inc. — Annual Report 2023

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