G2 Goldfields Inc. — Capital/Financing Update 2022

Jan 17, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1.	Name and Address of Company
	G2 GoldfieldsInc. (the "Company"or "G2")141 Adelaide Street West
	Suite 1101
	Toronto, Ontario,M5H 3L5
Item 2.	Date of Material Change
	January 6, 2022
Item 3.	News Release
	On January 6, 2022, a news release in respect of the material change wasdisseminated by the Companyand subsequently filed on SEDAR.
Item 4.	Summary of Material Change
	On January 6, 2022, the Companyannounces that it has closed the first tranche(the "First Tranche") of itspreviously announced non-brokered privateplacement (the "Offering"). In connection with theclosing of the First Tranche,the Company sold 2,250,000 units of the Company (the "Units") ata price of$0.45 per Unit, for gross proceeds of $1,012,500.Each Unit consisted of onecommonshare ("Share") of the Company and one common share purchasewarrant ("Warrant"). EachWarrant entitles the holder, on exercise, to purchaseone Share for a period of two years followingthe closing date of First Tranche atan exercise price of $1.20 per Share. The entire First Tranchewas purchased byG2's Executive Chairman, Patrick Sheridan.
Item 5.	Full Description of Material Change
5.1	Full Description of Material Change

On January 6, 2022, the Company announces that it has closed the First Tranche of the Offering. In connection with the closing of the First Tranche, the Company sold 2,250,000 Units at a price of $0.45 per Unit, for gross proceeds of $1,012,500. Each Unit consisted of Share and one Warrant. Each Warrant entitles the holder, on exercise, to purchase one Share for a period of two years following the closing date of First Tranche at an exercise price of $1.20 per Share. The entire First Tranche was purchased by G2's Executive Chairman, Patrick Sheridan.

The proceeds from the Offering will be used to advance exploration activities at the Company's 19,200-acre OKO project, Guyana and for general corporate purposes. The Company anticipates completing a further closing of the Offering later in January 2022 to raise total proceeds of up to $2,025,000.

The securities issued pursuant to the closing of the First Tranche of the Offering are subject to a four-month hold period. The Offering is subject to the final acceptance of the TSX Venture Exchange (the "TSXV").

Related Party Disclosure

The Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") since Mr. Sheridan participated as the only subscriber in the First Tranche. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the Shares trade on the TSXV and the fair market value of insiders' participation in the Offering will be below 25% of the Company's market capitalization for purposes of MI 61-101.

Mr. Sheridan acquired 2,250,000 Shares and 2,250,000 Warrants in connection with the closing of the First Tranche. Prior to the closing of the First Tranche, Mr. Sheridan had ownership and control (together with his joint actor) over an aggregate of 35,894,074 Shares (which represented approximately 26.9% of the then issued and outstanding Shares) and convertible securities entitling him to acquire an additional 1,000,000 Shares (which represented approximately 27.4% of the Shares on a partially diluted basis). Following the closing of the First Tranche, Mr. Sheridan has ownership and control (together with his joint actor) over an aggregate of 38,144,074 Shares (which represents approximately 28.1% of the issued and outstanding Shares) and convertible securities entitling him to acquire an additional 3,250,000 Shares (which represents approximately 30.3% of the Shares on a partially diluted basis).

The Offering was approved unanimously by a consent resolution signed by each of the directors of the Company (with Mr. Sheridan and each of the other directors having declared their interest in such resolution as a result of their possible intention to participate in the Offering, directly or indirectly, and confirming that they would have abstained from voting in respect of their individual participation had such matters been considered at a duly called meeting of the board of directors of the Company and executing the resolution solely in order that it may take effect as a consent resolution pursuant to the Canada Business Corporations Act).

The Company filed this material change report less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

5.2	Disclosure for Restructuring Transaction

Not applicable.

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

Not applicable.

Item 7.	Omitted Information
	Not applicable.
Item 8.	Executive Officer
	Daniel Noone, Chief Executive OfficerTelephone: 416.628.5904
Item 9.	Date of Report
	January 17, 2022

Forward-Looking Information

This material change report contains certain forward-looking statements, including, but not limited to, statements about the Offering, including the expected closing date of the final tranche and the proposed use of proceeds. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this material change report are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.