G2 Goldfields Inc. — Capital/Financing Update 2022

Aug 5, 2022

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

Item 1. Name and Address of Company G2 Goldfields Inc. (the “ Company ” or “ G2 ”) 141 Adelaide Street West Suite 1101 Toronto, Ontario, M5H 3L5 Item 2. Date of Material Change August 4, 2022 Item 3. News Release On August 4, 2022, a news release in respect of the material change was disseminated by the Company and subsequently filed on SEDAR. Item 4. Summary of Material Change On August 4, 2022, the Company announced that it closed its previously announced non-brokered private placement (the “ Offering ”). The Company raised a total of $13,370,019.60 pursuant to the Offering. The first tranche of the Offering (the “ First Tranche ”) closed on July 15, 2022 and consisted of 19,733,401 common shares of the Company (the “ Shares ”) at a price of $0.60 per Share. The second tranche of the Offering (the “ Second Tranche ”) consisted of 2,549,965 Shares at a price of $0.60 per Share.

In connection with the Offering, the Company paid certain registered representatives a cash commission, and issued an aggregate of 954,994 broker warrants. Each broker warrant entitles the holder thereof to purchase one Share at a price of $0.70 per share until July 15, 2023.

Item 5. Full Description of Material Change 5.1 Full Description of Material Change

On August 4, 2022, the Company announced that it closed the Offering. The Company raised a total of $13,370,019.60 pursuant to the Offering. The First Tranche closed on July 15, 2022 and consisted of 19,733,401 Shares at a price of $0.60 per Share. The Second Tranche consisted of 2,549,965 Shares at a price of $0.60 per Share.

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 Offering is conditional on the satisfaction of customary conditions, including final approval of the TSX Venture Exchange. All of the Shares

sold pursuant to the First Tranche are subject to a hold period which will expire on November 16, 2022 in accordance with applicable Canadian securities laws. All of the Shares sold pursuant to the second tranche of the Offering are subject to a hold period which will expire on November 30, 2022 in accordance with applicable Canadian securities laws.

In connection with the closing of the First Tranche the Company paid each of Cormark Securities Inc. (“ Cormark ”) and Sprott Global Resource Investments, Ltd. a cash commission, and issued an aggregate of 954,994 broker warrants to Cormark. Each broker warrant entitles the holder thereof to purchase one Share at a price of $0.70 per share until July 15, 2023.

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 ”) as a result of the insider participation. 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 was below 25% of the Company’s market capitalization for purposes of MI 61-101.

Patrick Sheridan, Executive Chairman of the Company, acquired 1,700,000 Shares in connection with the closing of the Offering. Prior to the closing of the Offering, Mr. Sheridan had ownership and control (together with any joint actors) over an aggregate of 38,144,074 Shares (which represented approximately 26.9% of the then issued and outstanding Shares) and convertible securities entitling him to acquire an additional 3,250,000 Shares (which represented approximately 29.2% of the Shares on a partially diluted basis). Following the closing of the Offering, Mr. Sheridan has ownership and control (together with any joint actors) over an aggregate of 39,844,074 Shares (which represents approximately 24.3% of the issued and outstanding Shares), and convertible securities entitling him to acquire an additional 3,250,000 Shares representing approximately 26.1% of the Shares on a partially diluted basis.

Stephen Stow, a Director of the Company, acquired 416,800 Shares in connection with the closing of the Offering. Prior to the closing of the Offering, Mr. Stow had ownership and control over an aggregate of 4,275,000 Shares (which represented approximately 3.0% of the then issued and outstanding Shares) and convertible securities entitling him to acquire an additional 600,000 Shares) which represented approximately 3.4% of the Shares on a partially diluted basis). Following the closing of the Second Tranche, Mr. Stow has beneficial ownership and control over an aggregate of 4,691,800 Shares (which represents approximately 2.9% of the issued and outstanding Shares) and convertible securities entitling him to acquire an additional 600,000 Shares (which represents approximately 3.2% of the Shares on a partially diluted basis).

The Company filed this material change report following the Closing of the Offering which is less than the required 21 days in advance of the closing of the Offering. The Company deems this 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.Item 9.	Executive OfficerDaniel Noone, Chief Executive OfficerTelephone: 416.628.5904Date of ReportAugust 4, 2022