G2 Goldfields Inc. — Capital/Financing Update 2020

Mar 13, 2020

FORM 51-102F3 Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF NATIONAL INSTRUMENT NO. 51-102

Item 1.	Reporting Issuer
	G2 Goldfields Inc. (the "Company") 141 Adelaide Street West Suite 1101 Toronto, Ontario, M5H 3L5
Item 2.	Date of Material Change
	A material change took place on March 6, 2020
Item 3.	Press Release
	On March 6, 2020, a news release in respect of the material change was disseminated by the Company.
Item 4.	Summary of Material Change
	The Company announced that it had closed the its non-brokered private placement pursuant to which it issued an aggregate of 6,750,000 units ("Units") at a price of \$0.20 each to raise gross proceeds of \$1,350,000.
Item 5.	Full Description of Material Change
	The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.
	On March 6, 2020 the Company announced that it had closed the its non brokered private placement pursuant to which it issued an aggregate of 6,750,000 Units at a price of \$0.20 each to raise gross proceeds of \$1,350,000 (the "Offering"). Each Unit consists of one common share of the Company and one half of one share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company for 18 months from the closing of the Offering at a price of \$0.35.
	Pursuant to the Offering, Mr. Stephen Stow directly subscribed for an aggregate of 500,000 Units at a price of \$0.20 per Unit. Mr. Stow is an insider of the Company. As of March 6, 2020, immediately prior to the closing of the Offering, Mr. Stow held, directly and indirectly, an aggregate of 2,500,000 common shares

of the Company and convertible securities entitling Mr. Stow to acquire an additional 300,000 common shares of the Company, representing less than 2.57% of the issued and outstanding shares of the Company (and approximately 2.88% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Stow holds an aggregate of 3,000,000 common shares of the Company and convertible securities entitling Mr. Stow to acquire an additional 550,000 common shares of the Company, representing approximately 2.89% of the issued and outstanding shares of the Company postclosing (and approximately 3.42% on a partially diluted basis, assuming exercise of such convertible securities only).

Pursuant to the Offering, Mr. Stephen Noone indirectly subscribed for an aggregate of 500,000 Units at a price of \$0.20 per unit. Mr. Noone is an insider of the Company. As of March 6, 2020, immediately prior to the closing of the Offering, Mr. Noone held, directly and indirectly, an aggregate of 4,402,300 common shares of the Company and convertible securities entitling Mr. Noone to acquire an additional 4,117,500 common shares of the Company, representing approximately 4.53% of the issued and outstanding shares of the Company (and approximately 8.77% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Noone holds an aggregate of 4,902,300 common shares of the Company and convertible securities entitling Mr. Noone to acquire an additional 4,367,500 common shares of the Company, representing approximately 4.72% of the issued and outstanding shares of the Company post-closing (and approximately 8.92% on a partially diluted basis, assuming exercise of such convertible securities only).

Insiders of the Company purchased, directly and indirectly, an aggregate of 1,000,000 Units in connection with the Offering. A material change report is being filed in connection with the insider participation in the Offering less than 21 days in advance of closing of the financing, as the Company did not have prior confirmation of such participation.

The Offering was approved by the board of directors pursuant to directors' resolutions dated March 6. 2020. The transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time the financing was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the financing insofar as it involves interested parties, exceeded 25% of the Company's market capitalization.

The Offering was completed to raise proceeds for exploration expenditures and for general working capital purposes. All securities issued and issuable pursuant to the Offering are subject to a statutory hold period expiring July 7, 2020. The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Item 6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	The report is not being filed on a confidential basis.
Item 7.	Omitted Information
	No information has been omitted.
Item 8.	Executive Officer
	Patrick Sheridan
Item 9.	Date of Report

DATED at Toronto, in the Province of Ontario, this 13 th day of March, 2020.

SCHEDULE "A"

G2 Goldfields Completes Closing of Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

TORONTO, March 06, 2020 - G2 Goldfields Inc. (the "Corporation" or "G2 Goldfields") (TSXV:GTWO) announces that it has closed its previously announced non-brokered private placement financing, pursuant to which it has issued an aggregate of 6,750,000 units (the "Units") at a price of \$0.20 per Unit for aggregate gross proceeds of \$1,350,000.00 (the "Closing"). Each Unit is comprised of one common share in the capital of the Corporation (a "Share") and one-half of one (1/2) share purchase warrant. Each whole share purchase warrant is exercisable to purchase one additional Share at a price of \$0.35 for a period of 18 months from date of the Closing.

All securities issued and issuable in connection with the Closing are subject to a statutory hold period expiring on July 7, 2020. Cash "finder's fees" were paid to certain brokers in the aggregate amount \$1,200.00. The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

About G2 Goldfields Inc.

G2 Goldfields Inc. is focused on the discovery of large gold deposits in the Guiana Shield. The Company owns a 100% interest in two past gold producing mines, as well as a regional portfolio of highly prospective projects.

For further information please contact:

Dan Noone CEO + 416.628.5904 Email: d.noone@a2aoldfields.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy and /or accuracy of this release.