G2 Goldfields Inc. — M&A Activity 2026

Apr 17, 2026

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 April 9, 2026

Item 3. News Release On April 9, 2026, a joint news release in respect of the material change was disseminated by the Company and G Mining Ventures Corp. ("GMIN") through Globe Newswire and subsequently filed on SEDAR+.

Item 4. Summary of Material Change On April 9, 2026, the Company entered into a definitive agreement (the "Agreement") pursuant to which, among other things, GMIN will acquire all of the issued and outstanding common shares of G2 pursuant to a court approved plan of arrangement (the "Transaction") under the Canada Business Corporations Act.

Under the terms of the Transaction, G2 shareholders will receive 0.212 GMIN common shares for each G2 common share held (the "Exchange Ratio"). G2 shareholders will also receive common shares in a newly created gold explorer ("G3 SpinCo") that will hold interests in the Tiger Creek property, Peters Mine property and Property B (collectively, the "G3 SpinCo Properties"), being all remaining G2 properties outside of Oko-Ghanie, Amsterdam, Aremu Partnership and Aremu Mine, Property A, and the Ghanie Medium Scale Mining Permit to be acquired by GMIN under the Transaction (collectively, the "Acquired Properties").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change On April 9, 2026, the Company entered into the Agreement pursuant to which, among other things, GMIN will acquire all of the issued and outstanding shares of G2 pursuant to the Transaction under the Canada Business Corporations Act.

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Under the terms of the Transaction, G2 shareholders will receive 0.212 GMIN common shares for each G2 common share held. G2 shareholders will also receive common shares in G3 SpinCo that will hold interests in the Tiger Creek property, Peters Mine property and Property B, being all remaining G2 properties outside of the Acquired Properties.

Upon completion of the Transaction, existing GMIN and G2 shareholders will own approximately 80.1% and 19.9% of GMIN, respectively, and G2 shareholders will also own 100% of G3 SpinCo.

G3 SpinCo and CVR

G3 SpinCo will be funded with C$45 million of cash comprised of C$30 million from G2's treasury and C$15 million from GMIN (the "Cash Transfer"). In addition, G3 SpinCo will be granted a contingent value right ("CVR") entitling it to potential future payments subject to certain terms in the event that the Measured and Indicated Mineral Resources at the Acquired Properties exceeds 3.5 Moz. The CVR will have a ten-year term and pay US$25 million for each 0.5 Moz of Measured and Indicated Mineral Resources above 3.5 Moz, as set out in GMIN's publicly disclosed annual statement of Mineral Resources and Mineral Reserves, up to a maximum of 7.5 Moz.

Immediately prior to completion of the Transaction, the Cash Transfer and the transfer of the G3 SpinCo Properties to G3 Spinco will be completed and the G3 SpinCo shares will be issued and subsequently distributed to G2 shareholders on the basis of 0.5 of a G3 SpinCo share for each G2 common share held immediately prior to the effective time of the Transaction (the "Spin-Out").

Transaction Summary

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

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

Full details of the Transaction, including the Spin-Out, are set out in the Agreement, which is available under G2's profile on SEDAR+ at www.sedarplus.ca, and will be included in the management information

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circular to be mailed to G2 shareholders in connection with the Special Meeting.

Voting Support Agreements

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

Directors' Recommendation

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

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

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 Officer Telephone: 416.628.5904

Item 9. Date of Report

April 17, 2026

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Cautionary Statement on Forward-Looking Information

All statements, other than statements of historical fact, contained in this material change report constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this material change report. Forward-looking information and forward-looking statements may relate to G2, G3 SpinCo, and their future outlook and that of their affiliates when applicable; and to anticipated events or results, notably the completion of the Transaction (including the Spin-Out), as contemplated; and may include statements regarding the financial position, budgets, operations, financial results, plans and objectives of G2, G3 SpinCo or of their affiliates when applicable. Statements regarding future results, performance, achievements, prospects or opportunities of G2, G3 SpinCo, or of their affiliates, when applicable, and similar statements concerning anticipated future events, results, circumstances, performance or expectations, notably the Transaction completion, as contemplated, are also forward-looking statements. Forward-looking statements contained in this material change report include, without limitation, those related to the Transaction's terms (notably the creation and funding of G3 SpinCo and the CVR) and its timeline to closing, including the obtaining of the required shareholders' and court approvals and the timing thereof; and G3 SpinCo's business focus and its outlook.

Forward-looking statements are based on expectations, estimates and projections as of the time of this material change report. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by G2 as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Such assumptions include, without limitation, those relating to the price of gold and currency exchange rates. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements.

There can be no assurance that, notably but without limitation: the required shareholders' and court approvals for the Transaction will be obtained in a timely manner, or at all, and the other conditions precedent to the completion of the Transaction will be satisfied or waived; the Transaction (including the Spin-Out) will be completed as per the terms outlined herein or at all; and the business conditions in Guyana will remain favourable and the gold price will remain close to current levels, as future events could differ materially from what is currently anticipated by G2 management.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this material change report are qualified by these cautionary statements and those made in G2's other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the relevant sections of G2's (i) Annual Information Form dated August 25, 2025, for the financial year ended May 31, 2025, (ii) Management Discussion & Analysis dated August 25, 2025 for the financial year ended May 31, 2025, and (iii) Management Discussion & Analysis dated April 13, 2026 for the three and nine months ended February 28, 2026. G2 cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. G2 disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.