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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

for the

SPECIAL MEETING OF SHAREHOLDERS

of

G2 GOLDFIELDS INC.

to be held on

MARCH 29, 2021

RECOMMENDATION TO SHAREHOLDERS:

YOUR VOTE IS IMPORTANT, TAKE ACTION AND VOTE TODAY. THE BOARD OF DIRECTORS OF G2 GOLDFIELDS INC. RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTIONS SET FORTH IN THIS CIRCULAR.

Dated as of February 25, 2021

Information has been incorporated by reference in this document from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from G2 Goldfields Inc. at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, Email: [email protected], and are also available electronically on the G2 Goldfields Inc. website and at www.sedar.com under the G2 Goldfields Inc. profile.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO: The Shareholders of G2 Goldfields Inc.

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders of common shares (the “ G2 Shareholders ”) of G2 Goldfields Inc. (“ G2 ”) will be held at the offices of G2 at 141 Adelaide Street West, Suite 1101, Toronto, Ontario on March 29, 2021 at 10:00 a.m. (Toronto time) and via teleconference for the following purposes:

to consider and, if thought fit, to pass, with or without variation, a special resolution of the G2 Shareholders (the “ Arrangement Resolution ”) approving an arrangement (the “ Arrangement ”) pursuant to Section 192 of the Canada Business Corporations Act (the “ CBCA ”) among G2, the G2 Shareholders, and S2 Minerals Inc. (“ S2 ”), which will result in G2 Shareholders receiving common shares of S2 and rights to subscribe for common shares of S2, as more fully described in the accompanying management information circular (“ Circular ”);
to consider and, if thought fit, to pass, with or without variation, a special resolution of the G2 Shareholders approving a reduction in the stated capital of the common shares of G2, without any distribution to the G2 Shareholders, by such amount as the Board of Directors of G2 determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the common shares of G2;
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption by S2 of a rolling 10% stock option plan, subject to regulatory acceptance, as more fully described in the accompanying Circular;
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption by S2 of a restricted share unit plan, subject to regulatory acceptance, as more fully described in the accompanying Circular; and
to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

AND TAKE NOTICE that dissenting registered G2 Shareholders in respect of the proposed Arrangement in paragraph 1 above are entitled to be paid the fair value of their shares in accordance with Section 190 of the CBCA. Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated February 24, 2021 (the “Interim Order”) and the CBCA, a registered G2 Shareholder may, until 5:00 p.m. (Toronto time) on March 25, 2021 or two business days prior to any adjournment of the Meeting, give G2 a written notice of dissent by registered mail addressed to G2 at its address for such purpose, c/o Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2, Attention: Lindsay Clements (with a copy by email to [email protected]) with respect to the Arrangement Resolution. As a result of giving a written notice of dissent, a registered G2 Shareholder may, on receiving a notice of adoption of the Arrangement Resolution under Section 190 of the CBCA, require G2 to purchase all of the common shares of G2 held by such registered G2 Shareholder in respect of which the notice of dissent was given, provided that such registered G2 Shareholder has otherwise complied with the dissent procedures in the Interim Order. These dissent rights are described in the accompanying Circular in respect of the Meeting. Failure to strictly comply with the requirements set forth in the Interim Order may result in the loss of any right of dissent.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

This notice is accompanied by the Circular and either a form of proxy for Registered G2 Shareholders or a voting instruction form for beneficial G2 Shareholders.

Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only G2 Shareholders of record at the close of business on February 15, 2021 will be entitled to receive notice of and vote at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice.

Shareholder Guidance as a result of COVID-19:

In the context of the effort to mitigate potential risks to the health and safety associated with COVID19, and in compliance with the orders and directives of the Government of Canada, the Province of Ontario and the City of Toronto, G2 Shareholders are being discouraged from attending the Meeting in-person. All G2 Shareholders are encouraged to vote on the matters before the meeting by proxy in the manner set out in this Notice and the Circular and participate in the Meeting by way of teleconference, via the dial-in details set forth below. Any G2 Shareholder attending the Meeting via teleconference will not be able to vote during the Meeting. Only G2 Shareholders who are present in person at the Meeting are able to vote during the Meeting. Accordingly, in order that as many G2 common shares as possible are represented at the Meeting, G2 Shareholders are encouraged to vote their shares via proxy vote prior to the proxy cut-off time of 10:00 a.m. (Toronto time) on March 25, 2021.

Dial (for higher quality, dial a number based on your current location):

Toronto: 647.723.3981 Canada or U.S.: 1.800.747.5150 Access Code: 8480107#

DATED at Toronto, Ontario this 25[th] day of February, 2021.

BY ORDER OF THE BOARD /s/ “ Daniel Noone ” Daniel Noone President and Chief Executive Officer

Registered G2 Shareholders unable to attend the Meeting are requested to date, sign and return their form of proxy in the enclosed envelope. If you are a non-registered G2 Shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................. 1 NOTICE TO U.S. G2 SHAREHOLDERS ................................................................................................ 2 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 4 SUMMARY ................................................................................................................................................. 6 THE MEETING .................................................................................................................................. 6 SUMMARY OF THE ARRANGEMENT, THE RESULTING ISSUERS AND THEIR BUSINESSES ................. 7 DISSENT RIGHTS TO THE ARRANGEMENT ...................................................................................... 12 PROCEDURE FOR RECEIPT OF S2 COMMON SHARES AND S2 RIGHTS ............................................ 13 INCOME TAX CONSIDERATIONS ..................................................................................................... 13 SECURITIES LAWS INFORMATION FOR CANADIAN G2 SHAREHOLDERS ........................................ 13 SECURITIES LAWS INFORMATION FOR U.S. G2 SHAREHOLDERS .................................................. 14 RISK FACTORS ................................................................................................................................ 15 S2 STOCK OPTION PLAN ................................................................................................................ 15 S2 RSU PLAN ................................................................................................................................. 15 GLOSSARY OF TERMS ......................................................................................................................... 16 GENERAL PROXY INFORMATION ................................................................................................... 23 APPOINTMENT OF PROXYHOLDER ....................................................................................... 23 VOTING BY PROXY ................................................................................................................... 23 COMPLETION AND RETURN OF PROXY ............................................................................... 24 NON-REGISTERED HOLDERS .................................................................................................. 24 REVOCABILITY OF PROXY ...................................................................................................... 25 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ..................... 25 INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .............................. 26 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................ 26 PARTICULARS OF MATTERS TO BE ACTED UPON – THE ARRANGEMENT ....................... 26 REASONS FOR THE ARRANGEMENT ............................................................................................... 27 PRINCIPAL STEPS OF THE ARRANGEMENT ..................................................................................... 27 S2 RIGHTS ...................................................................................................................................... 28 NO FRACTIONAL SECURITIES ......................................................................................................... 35 EFFECT OF THE ARRANGEMENT ..................................................................................................... 35 AMENDMENTS TO THE PLAN OF ARRANGEMENT .......................................................................... 36 DIRECTORS AND OFFICERS OF S2 .................................................................................................. 36 RECOMMENDATIONS OF THE DIRECTORS ...................................................................................... 36 ARRANGEMENT RISK FACTORS ..................................................................................................... 37 CONDUCT OF MEETING AND OTHER APPROVALS .......................................................................... 39 DIRECTORS AND OFFICERS ............................................................................................................ 40 PROCEDURE FOR RECEIPT OF S2 COMMON SHARES AND S2 RIGHTS ............................................ 41 FEES AND EXPENSES ...................................................................................................................... 42 EFFECTIVE DATE OF ARRANGEMENT ............................................................................................ 42 ARRANGEMENT AGREEMENT ......................................................................................................... 42 GENERAL ........................................................................................................................................ 42 CONDITIONS TO THE ARRANGEMENT BECOMING EFFECTIVE ....................................................... 43 AMENDMENT .................................................................................................................................. 43

TERMINATION ................................................................................................................................ 44 SHAREHOLDERS’ RIGHTS OF DISSENT TO THE ARRANGEMENT........................................ 44 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .......................................................... 46 ELIGIBILITY FOR INVESTMENT ...................................................................................................... 53 SECURITIES LAW CONSIDERATIONS ............................................................................................ 53 CANADIAN SECURITIES LAWS AND RESALE OF SECURITIES ......................................................... 53 UNITED STATES SECURITIES LAWS AND RESALE OF SECURITIES ................................................. 54 PARTICULARS OF MATTERS TO BE ACTED UPON – STATED CAPITAL REDUCTION .... 57 REASONS FOR THE STATED CAPITAL REDUCTION ......................................................................... 57 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS WITH RESPECT TO THE STATED CAPITAL REDUCTION ....................................................................................................... 57 RESTRICTION ON THE REDUCTION OF STATED CAPITAL UNDER THE CBCA ................................ 58 STATED CAPITAL RESOLUTION ...................................................................................................... 58 RECOMMENDATION OF THE DIRECTORS ........................................................................................ 59 PARTICULARS OF MATTERS TO BE ACTED UPON – S2 STOCK OPTION PLAN ................ 59 PARTICULARS OF MATTERS TO BE ACTED UPON – S2 RSU PLAN ....................................... 61 G2 GOLDFIELDS INC. ........................................................................................................................... 64 SUMMARY DESCRIPTION OF BUSINESS .......................................................................................... 64 BUSINESS OBJECTIVES ................................................................................................................... 64 AUTHORIZED AND ISSUED SHARE CAPITAL................................................................................... 64 CONSOLIDATED CAPITALIZATION ................................................................................................. 64 PRIOR SALES .................................................................................................................................. 65 TRADING PRICE AND VOLUME ....................................................................................................... 65 INTERESTS OF EXPERTS .................................................................................................................. 68 RISK FACTORS ................................................................................................................................ 68 S2 MINERALS INC. ................................................................................................................................ 70 NAME AND INCORPORATION .......................................................................................................... 70 GENERAL DESCRIPTION OF BUSINESS ........................................................................................... 70 INTERCORPORATE RELATIONSHIP ................................................................................................. 70 GENERAL DEVELOPMENT OF THE BUSINESS – THREE YEAR HISTORY ......................................... 70 SIGNIFICANT ACQUISITIONS AND DISPOSITIONS ........................................................................... 70 TRENDS .......................................................................................................................................... 70 SANDY LAKE PROPERTY, ONTARIO, CANADA ............................................................................... 71 DESCRIPTION OF THE S2 COMMON SHARES .................................................................................. 85 DIVIDEND POLICY .......................................................................................................................... 85 VOTING AND OTHER RIGHTS ......................................................................................................... 85 CONSOLIDATED CAPITALIZATION ................................................................................................. 85 OPTIONS AND OTHER RIGHTS TO PURCHASE SHARES ................................................................... 85 PRIOR SALES .................................................................................................................................. 86 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER ...................................................................................................................................... 86 RESALE RESTRICTIONS .................................................................................................................. 86 PRINCIPAL G2 SHAREHOLDERS ..................................................................................................... 86 DIRECTORS AND OFFICERS ............................................................................................................ 86 STATEMENT OF EXECUTIVE COMPENSATION ................................................................................ 90

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AUDIT COMMITTEE AND CORPORATE GOVERNANCE .................................................................... 93 RISK FACTORS ................................................................................................................................ 94 PROMOTER ..................................................................................................................................... 99 LEGAL PROCEEDINGS ..................................................................................................................... 99 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................. 99 AUDITORS ...................................................................................................................................... 99 REGISTRAR AND TRANSFER AGENT ............................................................................................... 99 MATERIAL CONTRACTS ............................................................................................................... 100 INTERESTS OF EXPERTS ................................................................................................................ 100 OTHER MATTERS ............................................................................................................................... 100 ADDITIONAL INFORMATION .......................................................................................................... 100 DIRECTOR’S APPROVAL .................................................................................................................. 100

SCHEDULE “A” – ARRANGEMENT RESOLUTION SCHEDULE “B” – S2 MINERALS INC. FINANCIAL STATEMENTS SCHEDULE “C” – S2 MINERALS INC. PRO FORMA FINANCIAL STATEMENTS SCHEDULE “D” – PLAN OF ARRANGEMENT SCHEDULE “E” – INTERIM ORDER SCHEDULE “F” – NOTICE OF APPLICATION FOR FINAL ORDER SCHEDULE “G” – DISSENT PROVISIONS SCHEDULE “H” – CARVE-OUT FINANCIAL STATEMENTS SCHEDULE “I” – CORPORATE GOVERNANCE DISCLOSURE FOR S2 MINERALS INC. SCHEDULE “J” – S2 MINERALS INC. STOCK OPTION PLAN SCHEDULE “K” – S2 MINERALS INC. RESTRICTED SHARE UNIT PLAN

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Capitalized terms used in this Notice are defined in the Glossary of Terms or elsewhere in the Circular.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Circular contains “forward-looking statements” or “forward-looking information” within the meaning of U.S. securities laws and applicable Canadian securities legislation. Forward-looking information is provided as of the date of this Circular or, in the case of documents incorporated by reference herein, as of the date of such documents and neither G2 nor S2 intend to, nor do they assume any obligation, to update this forward-looking information, except as required by law. 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” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on reasonable assumptions that have been made by G2 as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of G2 to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk of G2 not obtaining court, G2 Shareholder or stock exchange approvals to proceed with the Arrangement; the risk of unexpected tax consequences to the Arrangement, the risk of unanticipated material expenditures required by G2 prior to completion of the Arrangement; risks of the market valuing G2 and S2 in a manner not anticipated by G2; risks relating to the benefits of the Arrangement not being realized or as anticipated, including S2 being unable to add additional properties to its portfolio and the occurrence of potential dilution at Sandy Lake Property; risks associated with mineral exploration and development; metal and mineral prices; availability of capital; accuracy of G2’s projections and estimates; interest and exchange rates; competition; stock price fluctuations; availability of drilling equipment and access; actual results of current exploration activities; government regulation; political or economic developments; environmental risks; insurance risks; capital expenditures; operating or technical difficulties in connection with development activities; personnel relations; the speculative nature of base and precious metal exploration and development including the risks of diminishing quantities of grades of reserves; contests over title to properties; and changes in project parameters as plans continue to be refined; the inherent uncertainties regarding cost estimates, changes in commodity prices, currency fluctuation, financing, unanticipated resource grades, infrastructure, results of exploration activities, cost overruns, availability of materials and equipment, timeliness of government approvals, taxation, political risk and related economic risk and unanticipated environmental impact on operations, global financial conditions; the market price of G2’s securities; volatility in market prices for gold; ability to access capital; changes in foreign currency exchange rates and interest rates; liabilities and risks inherent in exploration and development, operations; uncertainties associated with estimating mineral resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral resources and mineral reserves, undeveloped lands and skilled personnel; public resistance to mining; mining industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; property title risk; geological, technical and processing problems; the ability of G2 to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage; as well as those factors discussed in the sections entitled “ G2 Goldfields Inc. – Risk Factors ” and “ S2 Minerals Inc. – Risk Factors ” herein. Other documents incorporated by reference in the Circular, such as the audited consolidated financial statements of G2 as at and for the financial years ended May 31, 2020 and 2019 (together with the auditors’ report thereon and the notes thereto) and related management’s discussion and analysis for the financial year ended May 31, 2020, as well as the unaudited interim consolidated financial statements of G2 as at and for the three and six months

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ended November 30, 2020 and 2019 (together with the notes thereto) and related management’s discussion and analysis, each include forward-looking information with respect to, among other things, G2’s corporate development and strategy. Forward-looking information is based on certain assumptions that G2 believes are reasonable, including that the required shareholder, court and regulatory approvals for the transactions described in this Circular will be obtained; that the transactions described in this Circular will be completed as disclosed herein; that the existing directors and officers of G2 and S2 will continue in their respective capacities as directors and officers of G2 and S2, as applicable; that sufficient working capital will be available for both G2 and S2; that the S2 Common Shares will be listed on the Canadian Securities Exchange; that shareholdings of certain shareholders of G2 will not change prior to the closing of the transactions described herein; the current price of and demand for commodities will be sustained or will improve, the supply of commodities will remain stable, that the general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms and that G2 will not experience any material labour dispute, accident, or failure of plant or equipment and such other assumptions and factors as set out herein.

Although G2 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 information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. G2 does not undertake to update any forward-looking information contained herein or that is incorporated by reference herein, except in accordance with applicable securities laws.

NOTICE TO U.S. G2 SHAREHOLDERS

NEITHER THE S2 COMMON SHARES AND S2 RIGHTS TO BE ISSUED TO G2 SHAREHOLDERS PURSUANT TO THE ARRANGEMENT NOR THE RIGHTS SHARES ISSUABLE UPON EXERCISE OF THE S2 RIGHTS HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The pro rata distribution of S2 Common Shares to G2 Shareholders pursuant to the Arrangement is not a “sale” within the meaning of Section 2(3) of the U.S. Securities Act and SEC Staff Legal Bulletin No. 4 and consequently the S2 Common Shares have not been, nor will be, registered under the U.S. Securities Act or the securities laws of any state of the United States. It is intended that S2 will comply with the provisions of SEC Rule 12g3-2(b) under the U.S. Exchange Act so that the S2 Common Shares will also be exempt from registration under the U.S. Exchange Act.

As a result, the S2 Common Shares to be received by G2 Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws except by persons who are “affiliates” (as defined in Rule 405 of the U.S. Securities Act) of S2 after the Effective Date or were “affiliates” of S2 within 90 days prior to the date of any proposed resale. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such S2 Common Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See “ Securities Law Considerations – United States Securities Laws and Resale of Securities ”.

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G2 is a corporation organized and existing under the federal laws of Canada and a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act. The solicitation of proxies pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 under the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with the disclosure requirements of Canadian securities law. Such requirements are different than those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. G2 Shareholders should be aware that requirements under such Canadian laws may differ from requirements under United States corporate and securities laws. However, in order to comply with conditions of SEC Staff Legal Bulletin No. 4, this Circular contains information in substantial compliance with Rule 14A under the U.S. Exchange Act.

The financial statements of G2 incorporated by reference in this Circular have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards. The financial statements of S2 and the carve-out financial statements for the Sandy Lake Property included in this Circular have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards. Therefore, such financial statements may not be comparable to financial statements of United States corporations.

G2 Shareholders should be aware that the transactions described herein may have tax consequences to G2 Shareholders who are resident in, or citizens of, the Unites States and such consequences are not described in this Circular or the materials provided to the G2 Shareholders. G2 Shareholders who are resident in, or citizens of, the Unites States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the parties to the Arrangement are incorporated or organized outside the United States, that all of its officers and directors and the experts named in this Circular are residents of a foreign country, and that all of the assets of G2 and such persons are located outside the United States. As a result, it may be difficult or impossible for G2 Shareholders in the United States to effect service of process within the United States upon G2, its officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, G2 Shareholders in the United States should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

This Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. G2 Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Without limiting the forgoing, information concerning the mineral properties of G2 and S2 has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of the United States. These standards differ significantly from the disclosure requirements of the SEC, and mineral reserve and mineral resource information

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contained and incorporated by reference herein may not be comparable to similar information disclosed in accordance with the rules and regulations promulgated by the SEC.

DATE OF INFORMATION

Information contained in this Circular is as at February 25, 2021, unless otherwise indicated.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The financial statements incorporated by reference or contained in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. All references to dollar amounts in this Circular are to Canadian dollars unless stated otherwise or the context otherwise requires.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Circular from documents filed by G2 with the securities commissions or similar authorities in the Reporting Jurisdictions. Copies of the documents incorporated herein by reference may be obtained on request without charge from G2 at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5 (Email: [email protected]). These documents are also available under G2’s profile on SEDAR at www.sedar.com.

The following documents are specifically incorporated by reference into, and form an integral part of, this Circular:

the audited consolidated financial statements of G2 as at and for the financial years ended May 31, 2020 and 2019, together with the auditors’ report thereon and the notes thereto;
management’s discussion and analysis for the financial years ended May 31, 2020 and 2019;
the management information circular of G2 dated October 20, 2020 prepared in connection with the annual and special meeting of G2 Shareholders held on November 26, 2020;
the unaudited interim consolidated financial statements of G2 as at and for the three and six months ended November 30, 2020, together with the notes thereto;
management’s discussion and analysis for the three and six months ended November 30, 2020 and 2019;
the material change report of G2 filed on July 2, 2020 relating to the closing of G2’s private placement for aggregate gross proceeds of approximately $5 million;
the material change report of G2 filed on July 14, 2020 relating to the resignation of Mr. Peter Mullens as a director of G2; and
the material change report of G2 filed on February 10, 2021 relating to the entering into of the Arrangement Agreement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to

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constitute a part of this Circular. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

The making of such a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

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SUMMARY

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information and financial data and statements contained elsewhere in the Circular, including the schedules hereto. This Summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein. Unless otherwise indicated, all currency amounts are stated in Canadian dollars. The information contained herein is as of February 25, 2021 unless otherwise indicated.

Capitalized terms used in this Summary are defined in the Glossary of Terms.

The Meeting

The Meeting of G2 Shareholders will be held on March 29, 2021 at 10:00 a.m. (Toronto time) at the offices of G2 at 141 Adelaide Street West, Suite 1101, Toronto, Ontario and via teleconference.

Dial (for higher quality, dial a number based on your current location):

Toronto: 647.723.3981 Canada or U.S.: 1.800.747.5150 Access Code: 8480107#

The Record Date

The Record Date for determining the registered G2 Shareholders entitled to receive notice of and to vote at the Meeting is February 15, 2021.

Purpose of the Meeting

This Circular is furnished in connection with the solicitation of proxies by management of G2 for use at the Meeting.

The Arrangement

The G2 Shareholders will be asked to approve, by special resolution, the Arrangement involving G2, the G2 Shareholders and S2, a wholly-owned subsidiary of G2 incorporated for the purposes of the Arrangement.

Pursuant to the Arrangement, G2 will transfer all of the mineral claims comprising the Sandy Lake Property in exchange for that number of S2 Common Shares as determined by the G2 Board, and G2 and S2 will file

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a joint election under Section 85 of the Tax Act and any applicable provincial tax laws. The outstanding S2 Common Shares will consist of the S2 Common Shares issued to G2 as described in the preceding sentence, as of the Effective Date. G2 will distribute one S2 Common Share for every ten G2 Common Shares then held by G2 Shareholders as of the Effective Date. S2 will then issue to the S2 Shareholders one S2 Right for each S2 Common Share and the S2 Rights shall be distributed in accordance with the provisions of the Rights Agency Agreement to those S2 Shareholders who are resident in the Qualified Jurisdictions. Each S2 Right shall entitle the holder thereof to acquire one Rights Share at the Subscription Price prior to the Expiry Time.

The Arrangement will result in the G2 Shareholders (other than dissenting G2 Shareholders) as of the Effective Time being entitled to receive one S2 Common Share and one S2 Right for every ten G2 Common Shares held as at the Effective Time. The G2 Shareholders will continue to hold their G2 Common Shares and will also hold S2 Common Shares and S2 Rights.

The TSXV has conditionally accepted the Arrangement and S2 has applied to list the S2 Common Shares and the Rights Shares issuable on exercise of the S2 Rights on the CSE. Any listing will be subject to the approval of the CSE.

Pursuant to Section 192 of the CBCA and in accordance with the terms of the Arrangement Agreement, the Arrangement Resolution must be approved, with or without variation, by not less than two-thirds of the votes cast at the Meeting in person or by proxy by G2 Shareholders. See “ Particulars of Matters to be Acted Upon – The Arrangement ” in this Circular. The full text of the Arrangement Resolution is set out in Schedule “A” to this Circular.

Stated Capital Reduction

In connection with and as a condition to the implementation of the Plan of Arrangement, the G2 Shareholders will also be asked to approve, by special resolution, a reduction in the stated capital of the G2 Common Shares, without any distribution to the G2 Shareholders, by such amount as the G2 Board determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Common Shares. Pursuant to Section 38(1) of the CBCA, the Stated Capital Resolution must be approved, with or without variation, by not less than twothirds of the votes cast at the Meeting in person or by proxy by G2 Shareholders. See “ Particulars of Matters to be Acted Upon – Stated Capital Reduction ” in this Circular.

Other Matters to be Acted Upon at the Meeting

The G2 Shareholders will also be asked to approve the S2 Option Plan for use by S2 following completion of the Arrangement. See “ Particulars of Matters to be Acted Upon – S2 Option Plan ” in this Circular.

Summary of the Arrangement, the Resulting Issuers and Their Businesses

The Arrangement will be completed by way of plan of arrangement pursuant to Section 192 of the CBCA involving G2, the G2 Shareholders and S2. The disclosure of the principal features of the Arrangement, as summarized below, is qualified in its entirety by reference to the full text of the Arrangement Agreement.

Principal Steps of the Arrangement

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liabilities and the stated capital of the G2 Common Shares shall occur prior to, and be a condition to the implementation of the Plan of Arrangement.

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following order, without any further act or formality:

(a) each G2 Common Share in respect of which a G2 Shareholder has validly exercised Dissent Rights shall be cancelled and the Dissenting Shareholder shall cease to have any rights as a holder of such G2 Common Share other than the right to be paid the fair value of such G2 Common Share in accordance with the Plan of Arrangement;
(b) G2 will transfer all of the mineral claims comprising the Sandy Lake Property in exchange for that number of S2 Common Shares as determined by the G2 Board, and G2 and S2 will file a joint election under Section 85 of the Tax Act and any applicable provincial tax laws;
(c) G2 will distribute one S2 Common Share in accordance with the provisions of the Plan of Arrangement for every ten G2 Common Shares then held by G2 Shareholders (other than a Dissenting Shareholder) as of the Effective Date as a return of capital pursuant to a reorganization of G2’s business and a distribution of proceeds from a disposition of G2’s property outside the ordinary course of G2’s business; and
(d) S2 will issue to the S2 Shareholders one S2 Right for each S2 Common Share and the S2 Rights shall be distributed in accordance with the provisions of the Rights Agency Agreement.

The foregoing matters will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto, may not be completed until after the Effective Date.

The G2 Board may, in its absolute discretion, determine whether or not to proceed with the Arrangement without further approval, ratification or confirmation by the G2 Shareholders.

S2 Rights

Pursuant to the Arrangement, S2 will issue one S2 Right for every S2 Common Share held by S2 Shareholders as of the Effective Time. As a result, each G2 Shareholder as of the Effective Time will receive one S2 Right for every ten G2 Common Shares held as of the Effective Time. Each S2 Right will entitle the holder to subscribe for one Rights Share at a Subscription Price of $0.10 per Rights Share. S2 Shareholders who fully exercise their S2 Rights under the Basic Subscription Privilege will also be entitled to subscribe for additional Rights Shares, on a pro rata basis, if available as a result of unexercised S2 Rights prior to the Expiry Time of the S2 Rights, which is expected to be 21 days after the Rights Certificates are mailed to eligible registered S2 Shareholders as of the Effective Date.

S2 has also entered into a standby purchase agreement (the “ Standby Purchase Agreement ”) with Patrick Sheridan, the Chairman of G2 and its controlling shareholder, and Daniel Noone, the Chief Executive Officer and a director of G2 (together, the “ Standby Purchasers ”) in connection with the offering of S2 Rights. The Standby Purchasers have agreed, subject to certain terms and conditions, to exercise their Basic Subscription Privilege in respect of all S2 Rights issued to them under the Arrangement, and, in addition thereto, to acquire any additional Rights Shares available as a result of any unexercised S2 Rights (the “ Standby Commitment ”), such that S2 will, subject to the terms of the Standby Purchase Agreement, be guaranteed to issue Rights Shares in connection with the exercise of S2 Rights for aggregate gross proceeds of approximately $1.2 million. The Standby Purchasers will receive no compensation for providing the Standby Commitment.

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The Standby Purchasers are “related parties” of G2 under MI 61-101 because they are both directors and officers of G2 and Mr. Sheridan exercises control and direction over more than 10% of the issued and outstanding G2 Common Shares. However, the issuance of the S2 Rights is not subject to the related party rules under MI 61-101 based on a prescribed exception related to rights offerings.

See “ Particulars of Matters to be Acted Upon – The Arrangement – S2 Rights ” in this Circular for further details regarding the S2 Rights including the exercise procedure relating thereto.

No Fractional Securities

No fractional S2 Common Shares, S2 Rights or Rights Shares will be distributed or issued, as applicable. In the event that a G2 Shareholder or S2 Shareholder would otherwise be entitled to a fractional S2 Common Share, S2 Right or Rights Share, as applicable, distributed or issued to such G2 Shareholder or S2 Shareholder, as applicable, shall without any additional compensation, be rounded down to the next lesser whole number of S2 Common Shares, S2 Rights or Rights Shares, as applicable. In calculating such fractional interests, all G2 Common Shares registered in the name of or beneficially held by such G2 Shareholder or their nominee shall be aggregated.

Effect of the Arrangement

As a result of the Arrangement, G2 Shareholders will continue to hold their G2 Common Shares and will receive one S2 Common Share and one S2 Right for every ten G2 Common Shares held at the Effective Time. Based on the number of G2 Common Shares issued and outstanding as of the date hereof, the issued capital of S2 would be approximately 25,026,350 S2 Common Shares, post-Arrangement (assuming the exercise of all of the S2 Rights issuable pursuant to the Rights Offering). G2 Shareholders will own all of the outstanding S2 Common Shares, post-Arrangement, as of the Effective Time. G2 will continue to hold the Guyana Properties and S2 will hold the Sandy Lake Property.

S2 will be a reporting issuer in the Reporting Jurisdictions. S2 has applied to list the S2 Common Shares and the Rights Shares issuable on exercise of the S2 Rights on the CSE. Any listing will be subject to the approval of the CSE.

Directors and Officers of S2

The S2 Board will be comprised of Patrick Sheridan (Chairman), Daniel Noone, Kieran Prashad, Bruce Rosenberg and Stephen Stow. Daniel Noone will be the Chief Executive Officer of S2, and Paul Murphy will be the Chief Financial Officer of S2. Changes and additions to the management team and the S2 Board will be made as needed and as the Sandy Lake Property progresses. Since G2’s focus is primarily its Guyana Properties, and S2’s focus will be on the Sandy Lake Property in Ontario, Canada, the common directors of the S2 Board and G2 Board are not expected to be subject to any conflicts of interest. See “ S2 – Directors and Officers ” in this Circular.

Reasons for the Arrangement

Following the Arrangement, S2 is expected to focus on the Sandy Lake Property and on the future

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acquisition of early stage exploration assets in Canada. The Arrangement will allow the market to value the Sandy Lake Property independently of the Guyana Properties held by G2.

S2 will benefit from a strong board of directors and management team with experience acquiring and developing exploration stage assets in Canada. It is expected that transferring the Sandy Lake Property from G2 to S2 will accelerate development of the Sandy Lake Property and give scope to new acquisitions. G2 Shareholders who continue as G2 Shareholders will hold shares in two companies with distinct businesses and projects.

The Arrangement is designed to deliver greater value to G2 Shareholders by unlocking the value of the Sandy Lake Property and providing a mechanism for S2 to have sufficient working capital through the offering of S2 Rights, which includes a Standby Commitment, to carry out an initial work program and to cover its anticipated near term general and administrative expenditures.

However, the G2 Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to the risks set out under “ The Arrangement –Arrangement Risk Factors ”.

The foregoing discussion summarizes the material information and factors considered by the G2 Board in their consideration of the Plan of Arrangement. The G2 Board collectively reached its unanimous decision (with Messrs. Sheridan and Noone abstaining given their conflict as the Standby Purchasers and Mr. Noone being the sole director of S2) with respect to the Plan of Arrangement in light of the factors described above and other factors that each member of the G2 Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the G2 Board did not find it useful or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the G2 Board may have given different weight to different factors.

For further information on the reasons for the Arrangement, see “ Particulars of Matters to be Acted Upon – The Arrangement – Recommendation of the Directors ” in this Circular.

The Companies

G2, a CBCA incorporated company, is listed on the TSXV and is engaged in the exploration and development of gold prospects in Guyana and Canada.

S2 is a wholly-owned subsidiary of G2 incorporated under the OBCA for the purpose of the Arrangement. As of the Effective Date, S2 will acquire all of the mineral claims comprising the Sandy Lake Property.

See “ G2 Goldfields Inc. ” and “ S2 Minerals Inc .” in this Circular for disclosure about each of G2 and S2, on a current and post-Arrangement basis.

Pro forma Business Objectives

Upon completion of the Arrangement, G2 will continue to hold Guyana Properties. G2 is actively pursuing future growth opportunities, primarily through the exploration and development of Guyana Properties. Upon completion of the Arrangement and the Rights Offering, S2 will have working capital of approximately $1.2 million and will hold the Sandy Lake Property. S2 intends to concentrate its activities on the exploration of the Sandy Lake Property and on the future acquisition of early stage exploration assets in Canada. S2 has applied to list the S2 Common Shares and the Rights Shares issuable on exercise of the S2 Rights on the CSE. Any listing will be subject to the approval of the CSE.

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Recommendation of the Directors

The G2 Board reviewed the Arrangement Agreement and concluded that the transactions contemplated by the Arrangement Agreement are fair and reasonable to the G2 Shareholders and in the best interests of G2.

The G2 Board recommends that the G2 Shareholders vote in favour of the Arrangement Resolution. Each director and officer of G2 who owns G2 Common Shares has indicated his intention to vote his G2 Common Shares in favour of the Arrangement Resolution. See “ Particulars of Matters to be Acted Upon – The Arrangement – Recommendation of the Directors ” in this Circular.

Additional Terms of the Arrangement Agreement

In addition to the terms and conditions of the Arrangement Agreement set out elsewhere in this Circular, additional terms described below apply. The description of the Arrangement Agreement, both below and elsewhere in this Circular, is summary only, not comprehensive and is qualified in its entirety by reference to the terms of the Arrangement Agreement which may be found at G2’s profile at www.sedar.com.

Conditions to the Arrangement

The Arrangement is subject to a number of specified conditions, certain of which may only be waived in accordance with the Arrangement Agreement, including receipt by G2 and S2 of all required approvals, including approval by not less than two-thirds of the votes cast at the Meeting in person or by proxy by G2 Shareholders; approval of the TSXV of the Arrangement subject only to compliance with the usual conditions of such approval; and approval of the Arrangement by the Court. See “ Particulars of Matters to be Acted Upon – The Arrangement – Conduct of Meeting and Other Approvals ” and “ Arrangement Agreement – Conditions to the Arrangement Becoming Effective ” in this Circular.

Stock Exchange Approvals and “Due Bills Trading”

The G2 Common Shares are and will continue to be listed and posted for trading on the TSXV upon completion of the Arrangement.

TSXV approval is required in order for G2 to complete the Arrangement and, on February 24, 2021, the TSXV conditionally accepted the Arrangement, subject to satisfying customary TSXV conditions. S2 has applied to list the S2 Common Shares and the Rights Shares issuable on exercise of the S2 Rights on the CSE. Any listing will be subject to the approval of the CSE.

Pursuant to the Arrangement, G2 Shareholders of record as of Effective Time on the Effective Date will receive one S2 Common Share for every ten G2 Common Shares then held by each G2 Shareholder, subject to the “due bills” trading procedure described below. Completion of the Arrangement remains subject to the final approval of, and customary filings with , the TSXV, and is expected to close (i.e. have an Effective Date of) of April 9, 2021.

If the Final Order is received and all other conditions to closing the Arrangement have been satisfied or waived, the TSXV has advised that the G2 Common Shares are expected to commence trading on a “due bill” basis effective from the opening of markets on April 8, 2021 until and including April 14, 2021. Trades of G2 Common Shares during this time will have a due bill attached which will allow the purchaser of G2 Common Shares, rather than the seller of G2 Common Shares, to receive the distribution of S2 Common Shares (and S2 Rights) pursuant to the Arrangement even if such trades are settled after the Effective Time on the Effective Date. It is expected that effective at the opening of markets on April 15, 2021, the G2 Common Shares will commence trading on an ex-distribution basis without any due bill entitlement reflecting that the distribution of S2 Common Shares (and S2 Rights) has occurred. The due bill payment

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date is expected to be April 14, 2021. These dates will be confirmed in a press release to be issued by G2, which press release is expected to be issued on March 31, 2021.

See “ Particulars of Matters to be Acted Upon – The Arrangement – Conduct of Meeting and Other Approvals ” in this Circular. There is no assurance that S2 and G2 will receive the required approvals.

Court Approval of the Arrangement

Under section 192 of the CBCA, G2 is required to obtain the direction of the Court providing for the calling and holding of the Meeting, and to obtain a Final Order of the Court approving the Arrangement. On February 24, 2021, prior to the mailing of the material in respect of the Meeting, G2 obtained an Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order is appended as Schedule “E” to this Circular. A copy of the Notice of Application for Final Order approving the Arrangement is appended as Schedule “F” to this Circular.

The Court hearing in respect of the Final Order is scheduled to take place at 9:30 a.m. (Toronto time) on March 31, 2021, following the Meeting or as soon thereafter as the Court may direct or counsel for G2 may be heard, by videoconference, subject to the approval of the Arrangement Resolution at the Meeting. G2 Shareholders who wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

At the Court hearing, G2 Shareholders who wish to participate or to be represented or to present evidence or arguments must serve and file a notice of appearance as set out in the Notice of Application for the Final Order and satisfy any other requirements of the Court. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. Under the CBCA, the Court’s approval is required for the Arrangement to become effective.

See “ Particulars of Matters to be Acted Upon – The Arrangement – Conduct of Meeting and Other Approvals ” in this Circular.

Dissent Rights to the Arrangement

Registered G2 Shareholders have the right to dissent to the Arrangement. Dissenting Shareholders who strictly comply with the provisions of the Interim Order are entitled to be paid the fair value of their G2 Common Shares by G2. See the Interim Order appended as Schedule “E” to this Circular. In addition, the dissent rights applicable to the Arrangement are summarized under the heading “ G2 Shareholders’ Rights of Dissent to the Arrangement ”.

Dissenting Shareholders should note that the exercise of dissent rights can be a complex, timesensitive and expensive procedure. Dissenting Shareholders should consult their legal advisors with respect to the legal rights available to them in relation to the Arrangement and the dissent rights.

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Procedure for Receipt of S2 Common Shares and S2 Rights

As soon as practicable after the Effective Date, the Transfer Agent will forward to each registered G2 Shareholder at the Effective Time who has not dissented to the Arrangement, DRS Statements representing the S2 Common Shares to which they are entitled under the Arrangement. The Rights Agent will also deliver to those S2 Shareholders the Rights Certificates to which they are entitled under the Arrangement.

DRS is a system that will allow registered G2 Shareholders to hold their S2 Common Shares in “bookentry” form without having a physical share certificate issued as evidence of ownership. Instead, S2 Common Shares will be held in the name of registered G2 Shareholders and registered electronically in S2’s records, which will be maintained by its transfer agent and registrar, TSX Trust Company. The first time S2 Common Shares are recorded under DRS (upon completion of the Arrangement), registered G2 Shareholders will receive an initial DRS Statement acknowledging the number of S2 Common Shares held in their DRS account. Anytime that there is movement of S2 Common Shares into or out of a registered G2 Shareholder’s DRS account, an updated DRS Statement will be mailed. Registered G2 Shareholders may request a statement at any time by contacting the Transfer Agent. There is no fee to participate in DRS and dividends, if any, will not be affected by DRS.

You will receive the DRS Statement in lieu of physical share certificates evidencing the S2 Common Shares that you are entitled to following completion of the Arrangement. Instructions will be provided upon receipt of the DRS Statements representing S2 Common Shares for Registered Holders of G2 Common Shares that would like to request a physical S2 Common Share certificate. Only Registered Holders will receive a DRS Statement representing S2 Common Shares.

Those S2 Shareholders who are resident in Qualified Jurisdictions as of the Effective Time will receive a Rights Certificate.

G2 has established that the record date for the purpose of determining the G2 Shareholders entitled to receive S2 Common Shares and S2 Rights under the Arrangement will be set as the Effective Date (being the date of certification of the Articles of Arrangement by the Director in accordance with Section 192(8) of the CBCA). The payout date for the S2 Common Shares and S2 Rights to be distributed to G2 Shareholders pursuant to the Arrangement is expected to be three Business Days following the Effective Date.

G2 Shareholders should not deliver certificates or DRS Statements for G2 Common Shares to the Transfer Agent as certificates or DRS Statements representing G2 Common Shares are not being exchanged pursuant to the Arrangement.

Income Tax Considerations

G2 Shareholders should consult their own tax advisors about the applicable Canadian, foreign or United States federal, provincial, state and local tax consequences of the Arrangement applicable to G2 Shareholders. A summary of the principal Canadian federal income tax considerations of the Arrangement is included under “ Canadian Federal Income Tax Considerations ” in this Circular.

Securities Laws Information for Canadian G2 Shareholders

The following disclosure is provided as general information only. Each G2 Shareholder should consult his own professional advisors to determine the conditions and restrictions applicable to trades in the S2 Common Shares, S2 Rights and Rights Shares.

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The issuance of the S2 Common Shares and S2 Rights pursuant to the Arrangement will constitute a distribution of securities, which is exempt from the prospectus requirement of Canadian securities legislation. The S2 Common Shares, S2 Rights and Rights Shares issued or issuable pursuant to the Arrangement may be resold in each of the provinces and territories of Canada, provided the holder is not a “control person” as defined in the applicable legislation, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

Each G2 Shareholder is urged to consult their own professional advisors to determine the conditions and restrictions applicable to trades in such securities.

See “ Securities Law Considerations – Canadian Securities Laws and Resale of Securities ” in this Circular.

Securities Laws Information for U.S. G2 Shareholders

We believe that the pro rata distribution of S2 Common Shares to G2 Shareholders pursuant to the Arrangement is not an “offer to sell” or a “disposition for value” within the meaning of Section 2(3) of the U.S. Securities Act and SEC Staff Legal Bulletin No. 4 and consequently the S2 Common Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States. It is intended that S2 will comply with the provisions of SEC Rule 12g3-2(b) under the U.S. Exchange Act so that the S2 Common Shares will also be exempt from registration under the U.S. Exchange Act. As a result, the S2 Common Shares to be received by G2 Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws except by persons who are “affiliates” (as defined in Rule 405 of the U.S. Securities Act) of S2 after the Effective Date or were “affiliates” of S2 within 90 days prior to the date of any proposed resale. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such S2 Common Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom.

Each G2 Shareholder is urged to consult their own professional advisors to determine the conditions and restrictions applicable to trades in such securities.

See “ Securities Law Considerations – United States Securities Laws and Resale of Securities ” in this Circular.

THE S2 COMMON SHARES AND S2 RIGHTS TO BE ISSUED TO G2 SHAREHOLDERS PURSUANT TO THE ARRANGEMENT AND THE RIGHTS SHARES ISSUABLE UPON EXERCISE OF THE S2 RIGHTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

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Risk Factors

The securities of G2 and S2 should be considered highly speculative investments and the transactions contemplated herein should be considered of a high-risk nature. G2 Shareholders should carefully consider all of the information disclosed in this Circular prior to voting on the matters being put before them at the Meeting.

There are risks associated with the Arrangement that should be considered by G2 Shareholders, including (i) market reaction to the Arrangement and the future trading prices of the G2 Common Shares and of the S2 Common Shares, if listed, cannot be predicted; (ii) the transactions may give rise to significant adverse tax consequences to G2 Shareholders and each G2 Shareholder is urged to consult his own tax advisor; (iii) uncertainty as to whether the Arrangement will have a positive impact on the entities involved in the transactions; and (iv) there is no assurance that required regulatory or court approvals will be received or that the S2 Common Shares will be listed on a stock exchange.

There are risks associated with the businesses of G2 and S2 that should be considered by G2 Shareholders, including (i) the need for additional capital by G2 and S2, through financings and the risk that such funds may not be raised; (ii) the speculative nature of exploration and the stages of the properties or assets of G2 and S2; (iii) the effect of changes in commodity prices; (iv) regulatory risks that development will not be acceptable for social, environmental or other reasons; (v) reliance on the management; (vi) the potential for conflicts of interest; and (vii) other risks associated with either G2 or S2 as described in greater detail elsewhere in this Circular.

G2 Shareholders should review carefully the risk factors set forth under “ Particulars of Matters to be Acted Upon – The Arrangement – Arrangement Risk Factors ”, “ G2 Goldfields Inc. – Risk Factors ” and “ S2 Minerals Inc. – Risk Factors ”.

S2 Stock Option Plan

In contemplation of the completion of the Arrangement, G2 Shareholders will be asked to approve the S2 Option Plan at the Meeting.

See “ Particulars of Matters to be Acted Upon – S2 Option Plan ”.

S2 RSU Plan

In contemplation of the completion of the Arrangement, G2 Shareholders will be asked to approve the S2 RSU Plan at the Meeting.

See “ Particulars of Matters to be Acted Upon – S2 RSU Plan ”.

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GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

Additional	The entitlement of a holder of S2 Rights, who has exercised in full the Basic
Subscription	Subscription Privilege attaching to such holder’s S2 Rights, to subscribe for
Privilege	additional Rights Shares (if such are available).
Approved	The meaning set forth under “Particulars of Matters to be Acted Upon – The
Ineligible	Arrangement – S2 Rights – Eligibility to Receive S2 Rights” of this Circular.
Shareholder
Arrangement	The arrangement under Section 192 of the CBCA on the terms and subject to the
	conditions set out in the Plan of Arrangement, subject to any amendments or
	variations thereto made in accordance with the Arrangement Agreement or the Plan
	of Arrangement or made at the direction of the Court in the Final Order with the
	consent of G2.
Arrangement	The arrangement agreement dated as of February 2, 2021, including the Schedules
Agreement	appended thereto, as may be supplemented or amended from time to time.
Arrangement	The special resolution of the G2 Shareholders in respect of the Arrangement to be
Resolution	considered at the Meeting, the full text of which is appended as Schedule “A” hereto.
Basic	The entitlement of a holder of S2 Rights to subscribe for one S2 Common Share at
Subscription	the Subscription Price per S2 Common Share for each S2 Right held.
Privilege
Business Day	A day, other than a Saturday, Sunday or statutory holiday, when banks are generally
	open in the City of Toronto, Ontario for the transaction of banking business.
Carve-Out	Audited carve-out consolidated financial statements and unaudited carve-out
Financial	consolidated financial statements.
Statements
CBCA	The_Canada Business Corporations Act_and the regulations made thereunder, as
	promulgated or amended from time to time.
CDS	CDS Clearing and Depository Services Inc.
Circular	This management information circular of G2 dated as of February 25, 2021 prepared
	and sent to the G2 Shareholders in connection with the Meeting.
Company Notice	The meaning set forth under “Shareholders’ Rights of Dissent to the Arrangement –
	Section 190 of the CBCA” of this Circular.
Consideration	The 0.10 S2 Common Shares and 0.10 S2 Rights that each G2 Shareholder will
	receive for every G2 Common Share held by them.
Court	The Ontario Superior Court of Justice (Commercial List).

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CRA Canada Revenue Agency, the federal agency that administers tax laws for the Government of Canada. CSE Canadian Securities Exchange. Demand Notice The meaning set forth under “ Shareholders’ Rights of Dissent to the Arrangement – Section 190 of the CBCA ” of this Circular. Director The director appointed under Section 260 of the CBCA. Dissent Rights The meaning set forth in Section 3.1 of the Plan of Arrangement. Dissenting A registered G2 Shareholder who has duly exercised the Dissent Rights and is Shareholder ultimately entitled to be paid for their G2 Common Shares. Dissenting G2 Common Shares the holders whereof have duly exercised their Dissent Rights. Shares DRS Statements Statements delivered by the Transfer Agent pursuant to the Transfer Agent’s electronic direct registration system. Effective Date The date of certification of the Articles of Arrangement by the Director in accordance with Section 192(8) of the CBCA. Effective Time 12:01 a.m. (Toronto time) on the Effective Date. Expiry Time The meaning set forth under “ Particulars of Matters to be Acted Upon – The Arrangement – S2 Rights – Terms and Conditions ” of this Circular. Final Order The final order of the Court pursuant to Sections 192(3) and (4) of the CBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to G2 approving the Arrangement as such order may be amended by the Court (with the consent of G2) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to G2) on appeal, and after notice and a hearing at which all G2 Shareholders have the right to appear. G2 G2 Goldfields Inc., a company incorporated pursuant to the laws of Canada. G2 Board The duly appointed board of directors of G2. G2 Common The common shares of G2. Shares G2 Shareholders The holders of G2 Common Shares. Goldeye Goldeye Explorations Limited. Guyana The mineral exploration properties and option interests in Guyana held, directly or Properties indirectly, by G2’s wholly-owned Guyana subsidiary, Ontario Inc.

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Holder	The meaning set forth under “Canadian Federal Income Tax Considerations” of this
	Circular.
IFRS	International Financial Reporting Standards as adopted by the International
	Accounting Standards Board or a successor entity, as amended from time to time.
Ineligible	The meaning set forth under “Particulars of Matters to be Acted Upon – The
Shareholders	Arrangement – S2 Rights – Eligibility to Receive S2 Rights” of this Circular.
Interim Order	The interim order of the Court dated February 24, 2021 containing declarations and
	directions with respect to the Arrangement and the holding of the Meeting, as such
	order may be affirmed, amended and modified (provided that any such amendment
	is acceptable to G2) by any court of competent jurisdiction.
Intermediary	Banks, trust companies, securities dealers or brokers and trustees or administrators
	of self-administered RRSPs, RRIFs, RESPs and similar plans, among others, that the
	Non-Registered Holder deals with in respect of their G2 Common Shares.
IRS	United States Internal Revenue Service.
Management	Officers or directors of G2 whose names are printed in the enclosed form of proxy
Proxyholder	who can vote the proxy on a G2 Shareholder’s behalf in accordance with the
	instructions given by the G2 Shareholder in the proxy.
Meeting	The special meeting of G2 Shareholders scheduled to be held at 10:00 a.m. (Toronto
	time) on March 29, 2021 and any adjournment(s) or postponement(s) thereof, to be
	called and held in accordance with the Interim Order to consider and to vote on the
	Arrangement Resolution and any other matters set out in the Notice of Meeting.
Meeting	The Notice of Meeting, the Circular and the form of proxy.
Materials
MI 61-101	Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special
	Transactions.
NOBOs	Non-Objecting Beneficial Owners are beneficial owners who do not object to their
	name being made known to the issuers of securities which they own.
Non-	The meaning set forth under “Particulars of Matters to be Acted Upon – The
Participating	Arrangement – S2 Rights – Eligibility to Receive S2 Rights” of this Circular.
Jurisdictions
Non-Registered	G2 Shareholders whose shares they own are not registered in their names but are
Holders	instead registered in the name of the brokerage firm, bank or trust company through
	which they purchased the G2 Common Shares.
Non-resident	The meaning set forth under “Canadian Federal Income Tax Considerations –
Dissenter	Holders Not Resident in Canada – Dissenting Non-resident Holders” of this
	Circular.

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Non-resident The meaning set forth under “ Canadian Federal Income Tax Considerations – Holder Holders Not Resident in Canada ” of this Circular. Notice of Meeting The notice of the Meeting to be sent to the G2 Shareholders which notice will accompany the Circular. NI 43-101 National Instrument 43-101 – Standards of Disclosure for Mineral Projects . NI 54-101 National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers . OBCA The Business Corporations Act (Ontario) and the regulations made thereunder, as promulgated or amended from time to time. OBOs Beneficial owners of G2 Common Shares who object to their name being made known to the issuers of securities which they own. Offer to The meaning set forth under “ Shareholders’ Rights of Dissent to the Arrangement – Purchase Section 190 of the CBCA ” of this Circular. Person or person Is and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof. Plan of The Plan of Arrangement appended as Schedule “D” to this Circular, and any Arrangement amendments or variations thereto made in accordance with the Arrangement Agreement, the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of G2.

Proposed The meaning set forth under “ Canadian Federal Income Tax Considerations ” of this Amendments Circular. PUC Paid-up capital. QEF Qualified electing fund. Qualified The provinces and territories of Canada. Jurisdictions Record Date February 15, 2021, being the date determined by the G2 Board for the determination of which G2 Shareholders are entitled to receive notice of and vote at the Meeting. Registered A holder of record of G2 Common Shares. Holder Regulation S Regulation S promulgated under the U.S. Securities Act. Regulations Regulations under the ITA in force on the date hereof.

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Reporting	The provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Jurisdictions	Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Resident	The meaning set forth under “Canadian Federal Income Tax Considerations –
Dissenter	Holders Resident in Canada – Dissenting Resident Holders” of this Circular.
Resident Holder	The meaning set forth under “Canadian Federal Income Tax Considerations –
	Holders Resident in Canada” of this Circular.
RESP	A registered education savings plan.
Rights Agency	The rights agency agreement entered into between the Rights Agent and S2
Agreement	pertaining to the issuance and exercise of S2 Rights.
Rights Agent	TSX Trust Company or such other trust company or transfer agent as may be
	designated by S2.
Rights	Certificates evidencing the number of S2 Rights to which the holder thereof is
Certificates	entitled.
Rights Offering	The offering of S2 Rights to S2 Shareholders pursuant to the Arrangement for gross
	proceeds of approximately $1.2 million.
Rights Shares	S2 Common Shares issuable on exercise of S2 Rights under the Basic Subscription
	Privilege and the Additional Subscription Privilege.
RRIF	A registered retirement income fund.
RRSP	A registered retirement savings plan.
Rule 144	Rule 144 under the U.S. Securities Act.
SEC	United States Securities Exchange Commission.
Securities	The securities legislation of the provinces and territories of Canada, the U.S.
Legislation	Exchange Act and the U.S. Securities Act, each as now enacted or as amended, and
	the applicable rules, regulations, rulings, orders, instruments and forms made or
	promulgated under such statutes, as well as the rules, regulations, by-laws and
	policies of the TSXV and CSE.
S2	S2 Minerals Inc., a company incorporated pursuant to the laws of Ontario.
S2 Board	The duly appointed board of directors of S2.
S2 Common	The common shares of S2.
Shares
S2 Option Plan	The stock option plan of S2 to be approved by the G2 Shareholders at the Meeting.
S2 Options	The stock options of S2 which will be exercisable for S2 Common Shares pursuant
	to the S2 Option Plan.

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S2 Right The right to subscribe at the Subscription Price for a Rights Share under the Basic Subscription Privilege and the Additional Subscription Privilege. S2 RSU Plan The restricted share unit plan of S2 to be approved by the G2 Shareholders at the Meeting. S2 RSUs The restricted share units of S2 which will be issuable pursuant to the S2 RSU Plan. S2 Shareholders The holders of S2 Common Shares. Sandy Lake The Sandy Lake gold project located in the Red Lake Mining Division, Ontario, Property Canada. Sandy Lake The NI 43-101 technical report entitled “NI 43-101 Technical Report for the Sandy Report Lake Gold Project Red Lake Mining Division Ontario, Canada” dated January 15, 2021, prepared by Tania Ilieva, Ph.D., P.Geo and Kevin Kivi, P.Geo for the Sandy Lake Property. Standby The meaning set forth under “ Summary – Summary of the Arrangement, the Commitment Resulting Issuers and Their Businesses – S2 Rights ” of this Circular. Standby The meaning set forth under “ Summary – Summary of the Arrangement, the Purchase Resulting Issuers and Their Businesses – S2 Rights ” of this Circular. Agreement Standby The meaning set forth under “ Summary – Summary of the Arrangement, the Purchasers Resulting Issuers and Their Businesses – S2 Rights ” of this Circular. Stated Capital The special resolution of the G2 Shareholders approving a reduction in the stated Resolution capital of the G2 Common Shares, without any distribution to the G2 Shareholders, by such amount as the G2 Board determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Common Shares. Subscription The exercise price per Rights Share under each S2 Right, which is $0.10. Price Tax Act The Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time. TFSA A tax-free savings account. Transfer Agent TSX Trust Company or such other trust company or transfer agent as may be designated by G2. TSXV TSX Venture Exchange. U.S. or United The “United States” as defined in Regulation S under the U.S. Securities Act. States

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U.S. Exchange The United States Securities Exchange Act of 1934 , as amended, and the rules and Act regulations promulgated from time to time thereunder. U.S. G2 U.S. Persons who are issued S2 Common Shares and S2 Rights. Shareholders U.S. Person A “U.S. person” as defined in Regulation S under the U.S. Securities Act and persons in the United States. U.S. Securities The United States Securities Act of 1933 , as amended, and the rules and regulations Act promulgated from time to time thereunder.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

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G2 GOLDFIELDS INC. Suite 1101, 141 Adelaide Street West, Toronto, Ontario M5H 3L5 Tel: (416) 628-5904 Email: [email protected]

MANAGEMENT CIRCULAR

(As at February 25, 2021, except as indicated.)

G2 is providing this Circular and a form of proxy in connection with management’s solicitation of proxies for use at the special meeting (the “ Meeting ”) of G2 Shareholders scheduled to be held on March 29, 2021 and at any adjournments. Unless the context otherwise requires, reference in this Circular to G2 includes its subsidiaries. G2 will conduct its solicitation by mail and officers and employees of G2 may, without receiving special compensation, also telephone or make other personal contact. G2 will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars, unless otherwise stated.

GENERAL PROXY INFORMATION

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a G2 Shareholder’s behalf in accordance with the instructions given by the G2 Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of G2 (the “ Management Proxyholders ”).

A G2 Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the G2 Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a G2 Shareholder.

VOTING BY PROXY

Only Registered Holders or duly appointed proxyholders are permitted to vote at the Meeting . G2 Common Shares represented by a properly executed proxy will be voted for or against or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Registered Holder on any ballot that may be called for and if the Registered Holder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a G2 Shareholder does not specify a choice and the G2 Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of G2 knows of no such amendments, variations or other matters to come before the Meeting.

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COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of G2’s registrar and transfer agent, TSX Trust Company, Proxy Department, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by fax at 1.416.595.9593, or by electronic voting through www.voteproxyonline.com, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper proxy form. Further details on the electronic voting process are provided in the form of proxy.

NON-REGISTERED HOLDERS

Only Registered Holders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Holders are holders whose names appear on the share register of G2 and are not held in the name of a brokerage firm, bank or trust company. Whether or not you are able to attend the Meeting, G2 Shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most G2 Shareholders are Non-Registered Holders because the shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or trust company. G2 Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an Intermediary that the Non-Registered Holder deals with in respect of their G2 Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

There are two kinds of beneficial owners: those who object to their name being made known to the issuers of securities which they own (being OBOs, for Objecting Beneficial Owners) and those who do not object (being NOBOs, for Non-Objecting Beneficial Owners).

Issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents, pursuant to NI 54-101 and issuers can use this NOBO list for distribution of proxy-related materials directly to NOBOs. G2 has decided to take advantage of those provisions of NI 54-101 that allow it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form from the Transfer Agent. These voting instruction forms are to be completed and returned to the Transfer Agent in the postage paid envelope provided or by facsimile. The Transfer Agent will tabulate the results of the voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by voting instruction forms they receive. Alternatively, NOBOs may vote following the instructions on the voting instruction form, via the internet or by phone.

With respect to OBOs, in accordance with applicable securities law requirements, G2 will have distributed copies of the Notice of Meeting, this Circular and the form of proxy to the clearing agencies and Intermediaries for distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company , will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow; or

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(b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with G2, c/o TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario. M5H 4H1.

In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of their G2 Common Shares they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the persons named in the form of proxy and insert the Non-Registered Holder or such other person’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

REVOCABILITY OF PROXY

Any Registered Holder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a Registered Holder, their attorney authorized in writing or, if the Registered Holder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy (a) may be deposited with G2 at its address for such purpose, c/o Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2, Attention: Lindsay Clements (with a copy by email to [email protected]) and any such instruments must be received by G2 not later than 4:00 p.m. (Toronto time) on the last Business Day immediately preceding the Meeting (or any adjournment or postponement thereof); or (b) may be provided to the Chair of the Meeting at the Meeting (or any adjournment or postponement thereof) and prior to the vote in respect of the Arrangement Resolution or in any other way permitted by law. Only registered G2 Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their Intermediary to revoke the proxy on their behalf.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the date hereof, there are 125,131,754 G2 Common Shares issued and outstanding. Each G2 Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. A quorum for the Meeting is two persons present in person, each being a G2 Shareholder entitled to vote at the Meeting or a duly appointed proxyholder, holding or representing in the aggregate not less than 10% of the issued and outstanding G2 Common Shares. The record date for the determination of G2 Shareholders entitled to receive notice of, and to vote at, the Meeting has been fixed as February 15, 2021. All such holders of record of G2 Common Shares are entitled either to attend and vote thereat in person the G2 Common Shares held by them or, provided a completed and executed proxy shall have been delivered to the Transfer Agent within the time specified in the attached Notice of Special Meeting of G2 Shareholders to attend and vote thereat by proxy the G2 Common Shares held by them.

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To the knowledge of G2’s directors and executive officers, and based on existing information as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities of G2 carrying 10% or more of the voting rights attached to any class of voting securities of G2, except as set forth in the table below.

Name	Number of G2 Common Shares Held	Percentage of G2 Common Shares Outstanding
J. Patrick Sheridan	34,139,074(1)	27.3%

Note:

(1) The information as to the number and percentage of G2 Common Shares beneficially owned, controlled or directed, not being within the knowledge of G2, has been obtained from the System for Electronic Disclosure by Insiders (SEDI).

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of G2 at any time since June 1, 2019 and no associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting, other than (i) directors and executive officers of G2 having an interest in the resolution regarding the approval of the S2 Option Plan and the S2 RSU Plan as such persons will be eligible to participate in such plan as directors and executive officers of S2, and (ii) the Standby Purchasers in connection with the Standby Commitment to acquire Rights Shares under the Arrangement and Mr. Daniel Noone’s position as the sole director of S2.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) and no associate or affiliate of an informed person has or has had any material interest, direct or indirect, in any transaction since June 1, 2019 or in any proposed transaction which in either such case has materially affected or would materially affect G2 or any of its subsidiaries, other than as set forth below.

On January 2, 2019, G2 entered into an agreement with Patrick Sheridan, Shawn Hopkinson, Aisha JeanBaptiste, Avaana Jean-Baptiste and Violet Smith, as vendors, and Bartica Investments Ltd., as subsequently amended, setting forth the terms and conditions of the acquisition by G2 of all of the issued and outstanding shares of Bartica Investments Ltd., which in turn holds an interest in a suite of mineral exploration properties totaling approximately 25,888 acres in Guyana in consideration of the issuance of an aggregate of 20,000,000 G2 Common Shares. The acquisition was deemed to be a “non-arm’s length” transaction between the parties within the meaning of the policies of the TSXV due to the fact that Mr. Patrick Sheridan was both a vendor and served as a director and officer of G2 at the time of the acquisition. G2 obtained shareholder approval of the acquisition at its annual and special meeting of G2 Shareholders held on February 12, 2019, and the acquisition was completed on October 24, 2019.

PARTICULARS OF MATTERS TO BE ACTED UPON – THE ARRANGEMENT

At the Meeting, the G2 Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Schedule “A” to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the CBCA, the Arrangement Resolution and the Stated Capital Resolution must be approved by an affirmative vote of at least two-thirds of the votes cast by G2 Shareholders in person or by proxy at the Meeting.

If the Arrangement Resolution and the Stated Capital Resolution are approved, the Arrangement will become effective on the Effective Date, subject to satisfaction of the applicable conditions. The disclosure

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of the principal features of the Arrangement among G2, the G2 Shareholders and S2, as summarized below, is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is available under G2’s profile on SEDAR at www.sedar.com.

Reasons for the Arrangement

G2 believes that the Arrangement is in the best interests of G2 for numerous reasons, including the fact that G2 will continue as a junior resource company in the business of advancing Guyana Properties. The Sandy Lake Property is not required for G2’s primary business focus. G2 expects to have broad appeal to the investment community with its focus being primarily on the advancement of Guyana Properties, and G2 believes that the Arrangement will also minimize potential dilution of Guyana Properties. Following the Arrangement, S2 is expected to focus on the Sandy Lake Property and on the future acquisition of early stage exploration assets in Canada. The Arrangement will allow the market to value the Sandy Lake Property independently of the Guyana Properties held by G2. S2 will benefit from a strong board of directors and management team with experience acquiring and developing exploration stage assets in Canada. It is expected that transferring the Sandy Lake Property from G2 to S2 will accelerate development of the Sandy Lake Property and give scope to new acquisitions. G2 Shareholders who continue as G2 Shareholders will hold shares in two companies with distinct businesses and projects.

Principal Steps of the Arrangement

The approval of the Stated Capital Resolution and the reduction in the stated capital of the G2 Common Shares, without any distribution to the G2 Shareholders, by such amount as the G2 Board determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Common Shares shall occur prior to, and be a condition to the implementation of the Plan of Arrangement.

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following order, without any further act or formality:

(a) each G2 Common Share in respect of which a G2 Shareholder has validly exercised Dissent Rights shall be cancelled and the Dissenting Shareholder shall cease to have any rights as a holder of such G2 Common Share other than the right to be paid the fair value of such

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G2 Common Share in accordance with the Plan of Arrangement;
(b) G2 will transfer all of the mineral claims comprising the Sandy Lake Property in exchange for that number of S2 Common Shares as determined by the G2 Board, and G2 and S2 will file a joint election under Section 85 of the Tax Act and any applicable provincial tax laws;
(c) G2 will distribute one S2 Common Share in accordance with the provisions of the Plan of Arrangement for every ten G2 Common Shares then held by G2 Shareholders (other than a Dissenting Shareholder) as of the Effective Date as a return of capital pursuant to a reorganization of G2’s business and a distribution of proceeds from a disposition of G2’s property outside the ordinary course of G2’s business; and
(d) S2 will issue to the S2 Shareholders one S2 Right for each S2 Common Share and the S2 Rights shall be distributed in accordance with the provisions of the Rights Agency Agreement.

The foregoing matters will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto, may not be completed until after the Effective Date.

The G2 Board may, in its absolute discretion, determine whether or not to proceed with the Arrangement without further approval, ratification or confirmation by the G2 Shareholders.

S2 Rights

Terms and Conditions

S2 Shareholders who fully exercise their S2 Rights under the Basic Subscription Privilege will also be entitled to subscribe for additional Rights Shares, on a pro rata basis, if available as a result of unexercised S2 Rights prior to the expiry time of the S2 Rights (the “ Expiry Time ”), which is expected to be the date that is 21 days after the Rights Certificates are mailed to eligible registered S2 Shareholders as of the Effective Date (which is expected to occur three Business Days after the Effective Date). S2 reserves the right to extend the Expiry Time, in its sole discretion, if S2 determines that the timely exercise of the S2 Rights may have been prejudiced due to disruption in postal service.

Each whole S2 Right will entitle the holder thereof to purchase one Rights Share at the Subscription Price. S2 Rights not exercised by the Expiry Time will be void and of no value. An S2 Right does not entitle the holder thereof to any rights whatsoever as a security holder of S2 other than the right to subscribe for and purchase a Rights Share on the terms and conditions described herein.

S2 has applied to list the Rights Shares issuable on exercise of the S2 Rights on the CSE. Any listing will be subject to the approval of the CSE.

Standby Commitment

The offering of S2 Rights is not subject to any minimum subscription level. However, S2 has entered into the Standby Purchase Agreement with Patrick Sheridan, the Chairman of G2 and its controlling shareholder,

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and Dan Noone, the Chief Executive Officer and a director of G2 in connection with the offering of S2 Rights. The Standby Purchasers have agreed, subject to certain terms and conditions, to exercise their Basic Subscription Privilege in respect of all S2 Rights issued to them under the Arrangement, and, in addition thereto, to acquire any additional Rights Shares available as a result of any unexercised S2 Rights, such that S2 will, subject to the terms of the Standby Purchase Agreement, be guaranteed to issue Rights Shares in connection with the exercise of S2 Rights for aggregate gross proceeds of approximately $1.2 million. The Standby Purchasers will receive no compensation for providing the Standby Commitment.

To the knowledge of S2, after reasonable inquiry, each of the Standby Purchasers has the financial ability to carry out its stand-by commitment.

Each of the Standby Purchasers may terminate the Standby Purchase Agreement, without any liability on its part, if (a) the Arrangement Agreement is terminated in accordance with its terms; (b) any material adverse change occurs at any time following the execution of the Standby Purchase Agreement; (c) S2 or G2 is in material default of its obligations under the Standby Purchase Agreement and fails to remedy such breach on or before the date that is five Business Days following the date upon which S2 or G2, as applicable, has been provided written notice of such breach; or (d) any of the mutual conditions precedent or conditions precedent to the obligations of the Standby Purchasers set forth in the Standby Purchase Agreement are not satisfied on or prior to the fourth Business Day following the Expiry Time.

S2 may terminate the Standby Purchase Agreement, without any liability on its part, if (a) the Arrangement Agreement is terminated in accordance with its terms; (b) either of the Standby Purchasers is in material default of the representations and warranties or the obligations of the Standby Purchasers under the Standby Purchase Agreement and fails to remedy such breach on or before the date that is five Business Days following the date upon which S2 has provided written notice of such breach, other than a breach with regards to the payment obligations under the Standby Purchase Agreement, which will be subject to a cure period of two Business Days; or (c) any of the mutual conditions precedent or conditions precedent to the obligations of S2 are not satisfied on or prior to the fourth Business Day following the Expiry Time.

Exercise Procedure

Registered Holders

For Registered Holders of S2 Common Shares in the Qualified Jurisdictions as of the Effective Time, a Rights Certificate representing the number of S2 Rights to which the Registered Holder is entitled as of the Effective Date will be delivered by the Rights Agent by registered mail (postage prepaid), first class mail or hand delivery at the address specified in the register of S2 Shareholders. In order to exercise the S2 Rights represented by the Rights Certificate, you must complete and deliver the Rights Certificate to the offices of the Rights Agent by mail or courier to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Corporate Actions, before the Expiry Time in the manner and upon the terms set out in the Rights Certificate and as set out below. The method of delivery is at the discretion and risk of the holder of the Rights Certificate and delivery to the Rights Agent will only be effective when actually received by the Rights Agent. If mail is used, registered mail is recommended.

In order to exercise your S2 Rights, you must:

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Complete and sign Form 1, 2, 3 or 4, as the case may be, on the Rights Certificate. The maximum number of S2 Rights that you may exercise under the Basic Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. By completing the appropriate form appearing on the front of the Rights Certificate, a Rights Certificate holder may: (i) subscribe for Rights Shares (Form 1); (ii) exercise additional S2 Rights under the Additional Subscription Privilege (Form 2); (iii) sell or transfer S2 Rights (Form 3); or (iv) divide or combine the Rights Certificate (Form 4). If you complete Form 1 so as to exercise some but not all of the S2 Rights evidenced by the Rights Certificate, you will be deemed to have waived the unexercised balance of such S2 Rights, unless you otherwise specifically advise the Rights Agent at the time the Rights Certificate is surrendered to the Rights Agent.
Additional Subscription Privilege. Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege. You must exercise the Basic Subscription Privilege in full to be eligible to exercise the Additional Subscription Privilege. See “ Particulars of Matters to be Acted Upon – The Arrangement – S2 Rights – Additional Subscription Privilege ” in this Circular.
Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of TSX Trust Company. To exercise the S2 Rights, you must pay $0.10 per Rights Share, and you may purchase one Rights Share for every one whole S2 Right you hold. In addition to the amount payable for any Rights Shares you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Rights Shares subscribed for under the Additional Subscription Privilege, if any. Amounts paid in respect of the Additional Subscription Privilege not ultimately used to acquire Rights will be returned to you. See “ Particulars of Matters to be Acted Upon – The Arrangement – S2 Rights – Additional Subscription Privilege ” in this Circular.
Delivery. Deliver or mail the completed Rights Certificate (including Form 1 and Form 2) and payment in the enclosed return envelope addressed to the Rights Agent at the address below so that it is received before the Expiry Time. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery as the payments together with Form 1, Form 2 and any other applicable forms, must be received by the Expiry Time.

TSX Trust Company Suite 301, 100 Adelaide Street West Toronto, Ontario, M5H 4H1 Attention: Corporate Actions

Rights Certificates will expire and be of no value unless they are returned with a properly completed Form 1, 2, 3 or 4, as the case may be, and received with payment for the Rights Shares subscribed for, at the office of the Rights Agent before the Expiry Time.

The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate. Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Rights Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscriptions will be determined by S2 in its sole discretion, and any determination by S2 will be final and binding. All subscriptions are irrevocable. S2 reserves the absolute right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Rights Shares pursuant thereto could be deemed unlawful. S2 is not and will not be under any duty to give any notice of any defect or irregularity in any subscription, nor will

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they be liable for the failure to give any such notice.

Certificates or DRS Statements for Rights Shares issued upon exercise of S2 Rights in accordance with the Arrangement, including Rights Shares purchased through the Additional Subscription Privilege, will be registered in the name of the person to whom the Rights Certificate was issued or to whom the Rights were transferred in accordance with the terms thereof, and mailed to the address of the subscriber for the Rights Shares as stated on the Rights Certificate, unless otherwise directed, as soon as practicable after the Expiry Time. Once mailed or delivered in accordance with the instructions of the subscriber, S2 assumes no further responsibility for the certificates evidencing the Rights Shares.

Non-Registered Holders

Non-Registered Holders in the Qualified Jurisdictions who hold S2 Common Shares through an Intermediary ) in the book-based system administered by CDS will be issued their respective S2 Rights as of the Effective Date to CDS and will be deposited with CDS following the Effective Date.

If you are a Non-Registered Holder of S2 Common Shares in the Qualified Jurisdictions, in order to exercise your S2 Rights, you must:

Instruct the Intermediary to exercise, purchase or transfer all or a specified number of such S2 Rights, and forward to such Intermediary, the aggregate Subscription Price for the Rights Shares you wish to subscribe for in accordance with the terms of the offering of S2 Rights under the Arrangement. It is anticipated by S2 that each purchaser of Rights Shares will receive a customer confirmation of issuance or purchase, as applicable, from the Intermediary through which such Rights Shares are issued or purchased in accordance with the practices and policies of such Intermediary; and
You may subscribe for additional Rights Shares pursuant to the Additional Subscription Privilege by instructing such Intermediary to exercise the Additional Subscription Privilege in respect of the number of additional Rights Shares you wish to subscribe for, and forwarding to such Intermediary the aggregate Subscription Price for such additional Rights Shares requested. Any excess funds will be returned by mail or credited to the applicable Intermediary for the account of the NonRegistered Holder without interest or deduction.

Subscriptions for Rights Shares made through an Intermediary will be irrevocable and G2 Shareholders will be unable to withdraw their subscriptions for Rights Shares once submitted. Intermediaries may have an earlier deadline for receipt of instructions and payment than the Expiry Time.

Only Registered Holders will be provided with Rights Certificates. For all Non-Registered Holders who hold their S2 Common Shares through an Intermediary in the book-based systems administered by CDS, the total number of S2 Rights to which all such Non-Registered Holders as at the Effective Time are entitled will be issued to and deposited with CDS following the Effective Date. S2 expects that each Non-Registered Holder will receive a confirmation of the number of S2 Rights issued to it from its Intermediary in accordance with the practices and procedures of that Intermediary. CDS will be responsible for establishing and maintaining book-entry accounts for Intermediaries holding S2 Rights.

S2 and the Rights Agent will not have any liability for: (i) the records maintained by CDS or Intermediaries relating to the S2 Rights or the book-entry accounts maintained by them; (ii) maintaining, supervising or reviewing any records relating to such S2 Rights; or (iii) any advice or representations made or given by CDS or Intermediaries with respect to the rules and regulations of CDS or any action to be taken by CDS or the Intermediaries.

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Exchange or Division of Rights Certificates

Rights Certificates may be combined, divided or exchanged by delivering such Rights Certificates, accompanied by appropriate instructions or a completed Form 4 on the Rights Certificate, to the Rights Agent as set out above. Rights Certificates must be surrendered for division, combination or exchange by such date as will permit new Rights Certificates to be issued and used by the holder thereof prior to the Expiry Time.

Eligibility to Receive S2 Rights

The S2 Rights will be issued to S2 Shareholders resident in the Qualified Jurisdictions. S2 Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to the satisfaction of S2. This Circular is not to be construed as an offering of the S2 Rights, or the Rights Shares issuable upon exercise of the S2 Rights, for sale in any jurisdiction outside of the Qualified Jurisdictions (the “ Non-Participating Jurisdictions ”), or to S2 Shareholders who are residents in any jurisdictions other than the Qualified Jurisdictions (“ Ineligible Shareholders ”).

S2 will not accept subscriptions from any G2 Shareholder or from any transferee of S2 Rights who is or appears to be, or who S2 has reason to believe is, resident in a Non-Participating Jurisdiction, except in the circumstances described below. Rights Certificates will not be delivered to any Ineligible Shareholders unless such Ineligible Shareholder satisfies S2 that it is an Approved Ineligible Shareholder. S2 Rights delivered to brokers, dealers or other intermediaries may not be delivered by those intermediaries to NonRegistered Holders who are resident in Non-Participating Jurisdictions. Ineligible Shareholders will be presumed to be resident in the place of their registered address.

An Ineligible Shareholder that satisfies S2, in its sole discretion, that such offering to and subscription by such Ineligible Shareholder or transferee is lawful and in compliance with all applicable securities and other laws where such Ineligible Shareholder or transferee is resident (such Ineligible Shareholder is referred to herein as an “ Approved Ineligible Shareholder ”) may have its Rights Certificates issued and forwarded by the Rights Agent upon direction from S2.

The Rights Agent will hold the S2 Rights of Ineligible Shareholders until 5:00 p.m. (Toronto time) on the day that is seven days prior to the Expiry Time. Ineligible Shareholders must satisfy S2 as to their eligibility to participate in the offering of S2 Rights on or before 5:00 p.m. (Toronto time) on the day that is seven days prior to the Expiry Time to claim the Rights Certificate. The Rights Certificate, and any Rights Shares that may be issued upon the exercise of the S2 Rights, may be endorsed with restrictive legends according to applicable securities laws.

An Ineligible Shareholder that (i) is a U.S. Person and who is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act (each an “ Accredited Investor ”), and who provides evidence to such effect, in a form which satisfies, in the sole discretion of S2, the requirements of Rule 506(c) of Regulation D, which may require the Ineligible Shareholder to provide to us all or any combination of: (a) an Internal Revenue Service Form that reports such Ineligible Shareholder’s income for the most recent two years; (b) bank statements and other statements of securities holdings, certificates of deposit or tax assessments; (c) a consumer report from a United States nationwide consumer reporting agency; (d) written confirmation from a United States registered broker-dealer, an investment adviser registered with the SEC, a licensed United States attorney or an accountant as to whether such Ineligible Shareholder is an Accredited Investor; (e) any other information we deem necessary to confirm the Ineligible Shareholder’s status as an Accredited Investor in order to comply with Rule 506(c) of Regulation D; or (ii) is outside the Qualified Jurisdictions and the United States and satisfies S2, in its sole discretion, that such offering to and subscription by such Approved

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Ineligible Shareholder or transferee is lawful and in compliance with all applicable securities and other laws may have its Rights Certificates issued and forwarded by the Rights Agent upon direction from S2.

Ineligible Shareholders will be sent a letter advising them that their Rights Certificates will be held by the Rights Agent (except in the case of an Approved Ineligible Shareholder as set out above) and that the Rights Certificates will be issued to and held on their behalf by the Rights Agent until 5:00 p.m. (Toronto time) on the day that is seven days prior to the Expiry Time, after which time and prior to the Expiry Time, the Rights Agent may attempt to sell the S2 Rights of such Ineligible Shareholders represented by Rights Certificates in the possession of the Rights Agent on such date(s) and at such price(s) as the Rights Agent determines in its sole discretion.

A registered Ineligible Shareholder whose address of record is outside the Qualified Jurisdictions but who holds S2 Common Shares on behalf of a holder who is eligible to participate in the offering of S2 Rights must notify S2, in writing, on or before the seventh day prior to the Expiry Time on the Expiry Date if such beneficial holder wishes to exercise its S2 Rights.

Holders of S2 Rights who are not resident in Canada should be aware that the receipt and exercise of S2Rights and the sale of Rights Shares may have tax consequences in the jurisdiction where they reside, which are not described herein. Accordingly, such holders should consult their own tax advisors about the specific tax consequences in the jurisdiction where they reside or acquiring, holding, exercising and disposing, respectively, of S2 Rights or Rights Shares, as applicable.

Additional Subscription Privilege

A holder of a Rights Certificate who is not an Ineligible Shareholder and who has exercised all the S2 Rights (other than fractional S2 Rights) evidenced by such Rights Certificate may exercise additional S2 Rights, if available, at a price equal to the Subscription Price. The number of additional S2 Rights available will be the difference, if any, between the total number of S2 Rights that were issued pursuant to the Arrangement and the total number of S2 Rights validly exercised and paid for pursuant to the Basic Subscription Privilege at the Expiry Time. Subscriptions for the exercise of additional S2 Rights will be received subject to allotment only and the number of additional S2 Rights, if any, that may be allotted to each subscriber will be equal to the lesser of: (i) the number of additional S2 Rights that such subscriber has exercised under the Additional Subscription Privilege; and (ii) the product (disregarding fractions, if any) obtained by multiplying the number of additional S2 Rights available to be issued by a fraction, the numerator of which is the number of S2 Rights previously exercised by the subscriber pursuant to the Basic Subscription Privilege and the denominator of which is the aggregate number of S2 Rights previously exercised pursuant to the Basic Subscription Privilege by all holders of S2 Rights who have exercised and paid for additional S2 Rights. If any S2 Rights holder has exercised fewer additional S2 Rights than such S2 Rights holder’s pro rata allotment of additional S2 Rights, the excess additional S2 Rights will be allotted in a similar manner among the S2 Rights holders who were allotted fewer additional S2 Rights than they exercised.

To exercise additional S2 Rights under the Additional Subscription Privilege:

a Registered Holder must: (i) complete Form 2 of the Rights Certificate, and (ii) deliver the Rights Certificate, together with payment for those additional S2 Rights, to the Rights Agent at or before the Expiry Time as provided above; and
a Non-Registered Holder must deliver payment and instructions to the Intermediary sufficiently in advance of the Expiry Time to allow the Intermediary to properly exercise the Additional Subscription Privilege, in each case in accordance with your instructions to the Intermediary.

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If payment for all additional S2 Rights Shares subscribed for pursuant to the Additional Subscription Privilege does not accompany the subscription, the over-subscription will be invalid.

If the Rights Offering is fully subscribed, then the funds included for any over-subscriptions will be returned by S2 to the relevant S2 Shareholders. If the Rights Offering is not fully subscribed, certificates or DRS Statements representing Rights Shares due to S2 Shareholders as a result of over-subscriptions will be delivered by S2 as soon as practicable, together with the certificates or DRS Statements representing Rights Shares due to those S2 Shareholders pursuant to their subscriptions in accordance with the Basic Subscription Privilege. In addition, S2 will return to any over-subscribing S2 Shareholder within 30 calendar days of the Expiry Time any excess funds paid in respect of an over-subscription for Rights Shares where the number of additional Rights Shares available to that S2 Shareholder is less than the number of additional S2 Rights exercised. No interest will be payable by S2 in respect of any excess funds returned to S2 Shareholders.

Sale or Transfer of S2 Rights

Holders of Rights Certificates not wishing to exercise their S2 Rights may sell or transfer them, subject to any applicable resale restrictions. Rights Certificates will not be registered in the name of an Ineligible Shareholder. Holders of Rights Certificates may elect to exercise only a part of their S2 Rights and dispose of the remainder, or dispose of all of their S2 Rights. Any commission or other fee payable in connection with the exercise S2 of Rights (other than the fee for services to be performed by the Rights Agent as described herein) is the responsibility of the holder of such S2 Rights. Depending on the number of S2 Rights a holder may wish to sell, the commission payable in connection with a sale of S2 Rights could exceed the proceeds received from such sale.

If you wish to transfer your S2 Rights, as a registered holder, you must: (i) complete Form 3 of the Rights Certificate and have the signature guaranteed by an “eligible institution” to the satisfaction of the Rights Agent, and (ii) deliver the Rights Certificate to the transferee. “Eligible institution” means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP) or a member of the Stock Exchange Medallion Program (SEMP). Members of these programs are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the S2 Rights or the Additional Subscription Privilege, but the signature of the transferee on Forms 1 and 2 of the Rights Certificate must correspond in every particular with the name of the transferee shown on Form 3 of the Rights Certificate. If Form 3 of the Rights Certificate is properly completed, S2 and the Rights Agent will treat the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary. A Rights Certificate so completed should be delivered to the appropriate person in ample time for the transferee to use it before the expiration of the S2 Rights.

If you are a beneficial holder, you must arrange for the transfer of S2 Rights through the Intermediary.

There is currently no and it is not expected that there will be any market through which the S2 Rights may be sold and holders of S2 Rights may not be able to resell such S2 Rights.

Appointment of Rights Agent

TSX Trust Company has been appointed to act as the Rights Agent for the Rights Offering and to: (i) receive subscriptions and payments from S2 Rights holders for the Rights Shares subscribed for under the Basic Subscription Privilege and, if applicable, the Additional Subscription Privilege and (ii) perform the services relating to the exercise and transfer of the S2 Rights, including the issuance of the Rights Shares.

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S2 will pay for all such services of the Rights Agent. The Rights Agent will accept subscriptions for Rights Shares and payment of the Subscription Price from S2 Rights holders by mail or courier to the office of the Rights Agent:

TSX Trust Company Suite 301, 100 Adelaide Street West Toronto, Ontario, M5H 4H1 Attention: Corporate Actions

Enquiries relating to the offering of S2 Rights should be addressed to the Rights Agent by telephone at 1.866.600.5869 or by sending an email to [email protected].

The method of delivery of Rights Certificates and funds to the Rights Agent is at the discretion of the S2 Rights holder. Neither the Rights Agent nor S2 will be liable for the failure to deliver or the delivery of Rights Certificates or funds to an address other than the address set out above. Delivery to an address other than the address set out above may result in a subscription for Rights Shares or a transfer of S2 Rights not being accepted. If mail is used, registered mail is recommended.

The Rights Agent will hold all funds received in payment for Rights Shares subscribed for on exercise of S2 Rights in a segregated account pending completion of the offering of S2 Rights.

No Fractional Securities

Effect of the Arrangement

Assuming there are no changes in G2’s issued capital of 125,131,754 G2 Common Shares prior to the Effective Time, it is expected that S2’s non-diluted share capital, post-Arrangement as of the Effective Date, will be approximately 12,513,175 S2 Common Shares before completion of the Rights Offering and approximately 25,026,350 S2 Common Shares (assuming the exercise of all of the S2 Rights issuable pursuant to the Rights Offering). Up to an additional approximately 13,852,013 S2 Common Shares may be outstanding, post-Arrangement on the Effective Date before completion of the Rights Offering, if all of

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the existing stock options, G2 Common Share purchase warrants and restricted share units of G2 are exercised before the Effective Time.

Amendments to the Plan of Arrangement

G2 reserves the right to amend, modify or supplement (or do all of the foregoing) the Plan of Arrangement from time to time and at any time prior to the Effective Date provided that any such amendment, modification and/or supplement must be contained in a written document that is:

(a) filed with the Court and, if made following the Meeting, approved by the Court; and
(b) communicated to G2 Shareholders in the manner required by the Court (if so required).

Any amendment, modification or supplement to the Plan of Arrangement may be proposed by G2 at any time prior to or at the Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of the Plan of Arrangement for all purposes.

Any amendment, modification or supplement to the Plan of Arrangement which is approved by the Court following the Meeting shall be effective only:

(a) if it is consented to by G2; and
(b) if required by the Court or applicable law, it is consented to by the G2 Shareholders.

Any amendment, modification or supplement to the Plan of Arrangement may be made following the Effective Date unilaterally by G2, provided that it concerns a matter which, in the reasonable opinion of G2, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the financial or economic interest of any holder of G2 Common Shares or S2 Common Shares.

Directors and Officers of S2

Changes and additions to the management team and the S2 Board will be made as needed and as the Sandy Lake Property progresses to ensure S2 has the appropriate amount of local knowledge and skill sets with respect to the development of the Sandy Lake Property. Since G2’s focus as a junior resource company is primarily the advancement of its Guyana Properties, and S2’s focus will be on the Sandy Lake Property in Ontario, Canada, the common directors on the S2 Board and G2 Board are not expected to be subject to any conflicts of interest. See “ S2 – Directors and Officers ” in this Circular.

Recommendations of the Directors

The G2 Board has reviewed the terms and conditions of the proposed Arrangement and has concluded that the Arrangement is fair and reasonable to the G2 Shareholders and in the best interests of G2.

In arriving at this conclusion, the G2 Board considered, among other matters:

the financial condition, business and operations of G2, on both a historical and prospective basis,

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and information in respect of S2 on a pro forma basis;

the procedures by which the Arrangement is to be approved, including the requirement for approval of the Arrangement by the Court after a hearing at which fairness to G2 Shareholders will be considered;
the availability of rights of dissent to registered G2 Shareholders with respect to the Arrangement;
the assets to be held by each of G2 and S2 and the unrealized value of the Sandy Lake Property within G2;
the advantages of segregating the property portfolios of G2 in exploration projects in Guyana and S2 in exploration projects in Canada;
the results of similar transactions by other companies in G2’s peer group, and the positive market reaction thereto;
historical information regarding the price of the G2 Common Shares;
the Canadian tax treatment of G2 Shareholders under the Arrangement;
G2 Shareholders will own securities of two publicly listed companies, if the intended listing of the S2 Common Shares is obtained; and
G2 will be able to concentrate its efforts on the advancement of Guyana Properties and S2 will be able to concentrate its efforts on exploring the Sandy Lake Property and may explore potential opportunities for acquisition of additional exploration properties, appealing to prospective investors.

The G2 Board did not assign a relative weight to each specific factor and each director may have given different weights to different factors. Based on its review of all the factors, the G2 Board considers the Arrangement to be advantageous to G2 and fair and reasonable to the G2 Shareholders. The G2 Board also identified disadvantages associated with the Arrangement including the fact that there will be the additional costs associated with running two companies and there is no assurance that the proposed Arrangement will result in positive benefits to G2 Shareholders. See “ Particulars of Matters to be Acted Upon – The Arrangement – Arrangement Risk Factors ”, “ G2 Goldfields Inc. – Risk Factors ” and “ S2 Minerals Inc. – Risk Factors ”.

Arrangement Risk Factors

G2 and S2 should each be considered as highly speculative investments and the transactions contemplated herein should be considered of a high-risk nature. G2 Shareholders should carefully consider all of the information disclosed in this Circular prior to voting on the matters being put before them at the Meeting.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of G2 and S2, including receipt of G2 Shareholder approval at the Meeting and receipt of the Final Order. There can be no certainty, nor can G2 or S2 provide any assurance, that these conditions

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will be satisfied or, if satisfied, when they will be satisfied.

In addition to the other information presented in this Circular (without limitation, see also “ G2 Goldfields Inc. – Risk Factors ” and “ S2 Minerals Inc. – Risk Factors ”), the following risk factors should be given special consideration:

The trading price of G2 Common Shares on the Effective Date may vary from the price as at the date of execution of the Arrangement Agreement, the date of this Circular and the date of the Meeting and may fluctuate depending on investors’ perceptions of the merits of the Arrangement.
Pursuant to the provisions of the Plan of Arrangement, the Consideration is fixed and it will not increase or decrease due to fluctuations in the market price of the G2 Common Shares. The implied value of the Consideration to be received pursuant to the Arrangement will partly depend on the market price of the G2 Common Shares on the Effective Date. If the market price of the G2 Common Shares increases or decreases, the value of the Consideration will correspondingly increase or decrease. There can be no assurance that the market price of the G2 Common Shares on the Effective Date will not be lower or higher than the market price of the G2 Common Shares on the date of the Meeting. In addition, the number of S2 Common Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market price of the G2 Common Shares. Many of the factors that affect the market price of the G2 Common Shares are beyond the control of G2. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.
There is no assurance that the Arrangement will be completed or that, if completed, the S2 Common Shares will be listed and posted for trading on the CSE.
There is no assurance that the Arrangement can be completed as proposed or without G2 Shareholders exercising their dissent rights in respect of a substantial number of G2 Common Shares.
There is no assurance that the businesses of G2 or S2, after completing the Arrangement, will be successful.
While G2 believes that the S2 Common Shares, S2 Rights and Rights Shares to be issued or issuable to G2 Shareholders pursuant to the Arrangement will not be subject to any resale restrictions save securities held by control persons and save for any restrictions flowing from current restrictions associated with a Shareholder’s G2 Common Shares, there is no assurance that this is the case and each G2 Shareholder is urged to obtain appropriate legal advice regarding applicable securities legislation. Notwithstanding the above, Rights Shares issued to U.S. Persons shall be considered “restricted securities” pursuant to Rule 144 and shall be subject to resale restrictions under U.S. securities laws.
The transactions may give rise to significant adverse tax consequences to G2 Shareholders and each such G2 Shareholder is urged to consult his own tax advisor.
There is no assurance that the number of S2 Common Shares and S2 Rights to be issued to G2 Shareholders accurately reflects the value of the Sandy Lake Property.
Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by G2 even if the Arrangement is not completed.

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If the Arrangement Resolution or the Stated Capital Resolution is not approved by the G2 Shareholders or, even if the Arrangement Resolution and the Stated Capital Resolution are approved, as a result of the Sandy Lake Property being transferred to S2, an entity separate from G2, the market price of the G2 Common Shares may decline to the extent that the current market price of the G2 Common Shares reflects a market assumption that the Plan of Arrangement will be completed or to the extent the current market price of the G2 Common Shares reflects the value associated with the Sandy Lake Property, as applicable.

Conduct of Meeting and Other Approvals

Shareholder Approval of the Arrangement

Each of the Arrangement Resolution and the Stated Capital Resolution must be approved, with or without variation, by not less than two-thirds of the votes cast at the Meeting in person or by proxy by G2 Shareholders.

Court Approval of the Arrangement

Under section 192 of the CBCA, G2 is required to obtain the approval of the Court for the calling and holding of the Meeting and for the Arrangement. On February 24, 2021, prior to mailing the material in respect of the Meeting, G2 obtained an Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Notice of Application for Final Order are appended as Schedules “E” and “F”, respectively, to this Circular. As set out in the Notice of Application for Final Order, the Court hearing in respect of the Final Order is scheduled to take place at 9:30 a.m. (Toronto time) on March 31, 2021, following the Meeting or as soon thereafter as the Court may direct or counsel for G2 may be heard, by videoconference, subject to the approval of the Arrangement Resolution at the Meeting. G2 Shareholders who wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

At the Court hearing, any G2 Shareholders who wish to participate or to be represented or to present evidence or argument must serve and file a notice of appearance as set out in the Notice of Application for the Final Order and satisfy any other requirements of the Court. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Court’s approval is required for the Arrangement to become effective.

Regulatory Approvals

If each of the Arrangement Resolution and the Stated Capital Resolution is approved by the requisite twothirds of the votes cast by G2 Shareholders, final regulatory approval must be obtained for all the transactions contemplated by the Arrangement before the Arrangement may proceed.

The G2 Common Shares are currently listed and posted for trading on the TSXV. G2 is a reporting issuer in the Reporting Jurisdictions. Approval from the TSXV is required for the completion of the Arrangement, conditional acceptance having been obtained on February 24, 2021. Upon completion of the Arrangement, S2 will be a reporting issuer in the Reporting Jurisdictions, and intends to seek a listing of the S2 Common Shares on the CSE. S2 has applied to list the S2 Common Shares and Rights Shares on the CSE. Any listing will be subject to the approval of the CSE.

G2 Shareholders should be aware that certain of the foregoing approvals have not yet been received from

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the regulatory authorities referred to above. There is no assurance that such approvals will be obtained.

TSXV Approval and “Due Bills” Trading

Directors and Officers

The following table discloses the current positions and security holdings of directors and executive officers of G2 as well as the anticipated positions and shareholdings in S2, post-Arrangement.

Director and/or Executive Officer	G2 Position(s), G2 Common Shares(1)	Post-Arrangement S2 Position(s) andS2 Common Shares(2)
Patrick Sheridan	Director, Executive Chairman 34,139,074 G2 Common Shares	Director & Executive Chairman 6,827,814 S2 Common Shares(3)
Daniel Noone	Director, President and Chief Executive Officer 6,787,300 G2 Common Shares	Director & Chief Executive Officer 1,357,460 S2 Common Shares(4)
Stephen Stow	Director 3,300,000 G2 Common Shares	Director 660,000 S2 Common Shares
Bruce E. Rosenberg	Director 335,437 G2 Common Shares	Director 67,086 S2 Common Shares
Kieran Prashad	Director 22,201 G2 Common Shares	Director 4,440 S2 Common Shares
Paul Murphy	Chief Financial Officer 200,000 G2 Common Shares	Chief Financial Officer 40,000 S2 Common Shares

Notes:

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(1) The information as to G2 Common Shares beneficially owned (directly or indirectly) or over which the director or officer exercises control or direction not being within the knowledge of G2 has been furnished by the respective directors and officers individually.
(2) Holders of G2 Common Shares will receive one S2 Common Share and one S2 Right for every ten G2 Common Shares as described in the Plan of Arrangement. The number of S2 Common Shares held post-Arrangement assumes the exercise of all of the holder’s S2 Rights under the Basic Subscription Privilege. See “ Particulars of Matters to be Acted Upon – The Arrangement – Principal Steps of the Arrangement ” and “ Particulars of Matters to be Acted Upon – The Arrangement – S2 Rights ”.
(3) Mr. Sheridan is one of the Standby Purchasers. Depending on how many S2 Rights are exercised by holders other than the Standby Purchasers, Mr. Sheridan may hold a maximum of 10,915,383 S2 Shares after completion of the Arrangement and the Rights Offering.
(4) Mr. Noone is one of the Standby Purchasers. Depending on how many S2 Rights are exercised by holders other than the Standby Purchasers, Mr. Noone may hold a maximum of 5,445,029 S2 Shares post-Arrangement and Rights Offering.

Procedure for Receipt of S2 Common Shares and S2 Rights

DRS is a system that will allow registered S2 Shareholders to hold their S2 Common Shares in “bookentry” form without having a physical share certificate issued as evidence of ownership. Instead, S2 Common Shares will be held in the name of registered S2 Shareholders and registered electronically in S2’s records, which will be maintained by its transfer agent and registrar, TSX Trust Company. The first time S2 Common Shares are recorded under DRS (upon completion of the Arrangement), registered S2 Shareholders will receive an initial DRS Statement acknowledging the number of S2 Common Shares held in their DRS account. Anytime that there is movement of S2 Common Shares into or out of a registered S2 Shareholder’s DRS account, an updated DRS Statement will be mailed. Registered S2 Shareholders may request a statement at any time by contacting the Transfer Agent. There is no fee to participate in DRS and dividends, if any, will not be affected by DRS.

You will receive the DRS Statement in lieu of physical share certificates evidencing the S2 Common Shares that you are entitled to following completion of the Arrangement. Instructions will be provided upon receipt of the DRS Statements representing S2 Common Shares for Registered Holders of S2 Common Shares that would like to request a physical S2 Common Share certificate. Only Registered Holders will receive a DRS Statement representing S2 Common Shares.

Those S2 Shareholders who are resident in Qualified Jurisdictions as of the Effective Time will receive a Rights Certificate.

G2 has established that the record date for the purpose of determining the G2 Shareholders entitled to receive S2 Common Shares and S2 Rights under the Arrangement will be set as the Effective Date (being the date of certification of the Articles of Arrangement by the Director in accordance with section 192(8) of the CBCA). The payout date for the S2 Common Shares and S2 Rights to be distributed to G2 Shareholders pursuant to the Arrangement will be three Business Days following the Effective Date.

G2 Shareholders should not deliver certificates or DRS Statements for G2 Common Shares to the Transfer Agent as certificates or DRS Statements representing G2 Common Shares are not being exchanged pursuant to the Arrangement.

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Fees and Expenses

G2 will pay the costs, fees and expenses of the Arrangement.

Effective Date of Arrangement

If: (1) each of the Arrangement Resolution and the Stated Capital Resolution is approved by special resolution of the G2 Shareholders, (2) the Final Order of the Court is obtained approving the Arrangement; (3) the required TSXV approvals to the completion of the Arrangement are obtained; (4) every requirement of the CBCA relating to the Arrangement has been complied with; and (5) all other conditions disclosed under “ Arrangement Agreement – Conditions to the Arrangement Becoming Effective ” are met or waived, the Arrangement will become effective on the Effective Date.

The full particulars of the Arrangement are contained in the Plan of Arrangement appended as Schedule “D” to this Circular. See also “ Arrangement Agreement ” below.

Notwithstanding receipt of the above approvals, G2 may abandon the Arrangement without further approval from the G2 Shareholders.

ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the provisions of the CBCA and will be effected in accordance with the Arrangement Agreement, the Interim Order and the Final Order. The steps of the Arrangement, as set out in the Arrangement Agreement, are summarized under “ Particulars of Matters to be Acted Upon – The Arrangement – Principal Steps of the Arrangement ” herein.

The general description of the Arrangement Agreement which follows is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of which is available under G2’s profile on SEDAR at www.sedar.com.

General

On February 2, 2021, G2 and S2 entered into the Arrangement Agreement which includes the Plan of Arrangement. The Plan of Arrangement is reproduced as Schedule “D” to this Circular. Pursuant to the Arrangement Agreement, G2 and S2 agree to effect the Arrangement pursuant to the provisions of Section 192 of the CBCA on the terms and subject to the conditions contained in the Arrangement Agreement.

In the Arrangement Agreement, G2 and S2 provide representations and warranties to one another regarding certain customary commercial matters, including corporate, legal and other matters, relating to their respective affairs.

Under the Arrangement Agreement, G2 will call the Meeting for the purpose of, among other matters, the G2 Shareholders approving the Arrangement Resolution and the Stated Capital Resolution, and that, if the approval of the G2 Shareholders of the Arrangement Resolution and the Stated Capital Resolution as set forth in the Interim Order is obtained by G2, as soon as reasonably practicable thereafter, G2 will take the necessary steps to submit the Arrangement to the Court and apply for the Final Order.

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Conditions to the Arrangement Becoming Effective

The respective obligations of G2 and S2 to complete the transactions contemplated by the Arrangement Agreement are subject to the satisfaction, on or before the Effective Date, of a number of conditions precedent, certain of which may only be waived in accordance with the Arrangement Agreement. The mutual conditions precedent, among others, are as follows:

(a) the Interim Order shall have been granted in form and substance satisfactory to G2;
(b) each of the Arrangement Resolution and the Stated Capital Resolution, with or without amendment, shall have been approved at the Meeting, in accordance with the Interim Order;
(c) the Court shall have determined that the terms and conditions of the Arrangement meet the statutory requirements of the CBCA and are fair and reasonable to the G2 Shareholders and the Final Order shall have been granted in form and substance satisfactory to G2, and shall not have been set aside or modified in a manner unacceptable to G2, on appeal or otherwise;
(d) all governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by G2 to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to G2;
(e) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding;
(f) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by G2;
(g) no law, regulation or policy will have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Arrangement; and
(h) the Arrangement Agreement shall not have been terminated.

The obligations of each of G2 and S2 to complete the Arrangement are subject to the further condition that the covenants of the other party shall have been duly performed.

Amendment

Subject to any restrictions under the CBCA or in the Final Order, the Arrangement Agreement (including the schedules appended thereto) may, at any time and from time to time before or after the holding of the Meeting, but not later than the Effective Date, be amended by written agreement of the parties thereto without, subject to applicable law, further notice to, or authorization on the part of, the G2 Shareholders. Without limiting the generality of the foregoing, any such amendment may:

(a) change the time for performance of any of the obligations or acts of the parties;

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(b) waive any inaccuracies or modify any representation contained in the Arrangement Agreement or in any document to be delivered pursuant to the Arrangement Agreement;
(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement or waive or modify performance of any of the obligations of the parties; or
(d) make such alterations in the Arrangement Agreement (including the Plan of Arrangement) as the parties may consider necessary or desirable in connection with the Interim Order or the Final Order.

Notwithstanding the foregoing, certain terms of the Arrangement and the Arrangement Agreement, including required Court, regulatory and G2 Shareholder approval shall not be amended in any material respect without obtaining any required approval of the G2 Shareholders in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

Termination

The Arrangement Agreement may, at any time before or after the holding of the Meeting but prior to the Effective Date, be unilaterally terminated by G2 without further notice to, or action on the part of, the G2 Shareholders for whatever reason G2 may consider appropriate. The Arrangement Agreement will terminate without any further action by the parties if the Effective Date has not occurred on or before June 30, 2021 or such later date as G2 may determine.

Upon the termination as provided in the Arrangement Agreement, neither party shall have any liability or further obligation to the other party.

SHAREHOLDERS’ RIGHTS OF DISSENT TO THE ARRANGEMENT

As indicated in the Notice of Meeting, any registered G2 Shareholder is entitled to be paid the fair value of his G2 Common Shares in accordance with Section 190 of the CBCA if such holder dissents to the Arrangement and the Arrangement becomes effective.

In accordance with Section 3.3 of the Plan of Arrangement, in addition to any other restrictions in the CBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of options and G2 Common Share purchase warrants; and (b) G2 Shareholders who vote (or have instructed a proxyholder to vote) in favour of the Arrangement Resolution.

A registered G2 Shareholder is not entitled to dissent with respect to such holder’s G2 Common Shares if such holder votes any of their G2 Common Shares in favour of the Arrangement Resolution. For greater certainty, a proxy submitted by a registered G2 Shareholder that does not contain voting instructions will, unless revoked, be voted in favour of the Arrangement. A brief summary of the provisions of Section 190 of the CBCA is set out below.

Section 190 of the CBCA

A dissenting registered G2 Shareholder has until 5:00 p.m. (Toronto time) on March 25, 2021 to send to G2 with respect to the Arrangement Resolution a written notice of dissent pursuant to Section 190 of the CBCA and the Arrangement Agreement by registered mail. Within ten days after the G2 Shareholders adopt the Arrangement Resolution, G2 will send to each dissenting registered G2 Shareholder who has filed an objection notice a notice stating that the Arrangement Resolution has been adopted (the “ Company Notice ”). A Company Notice is not required to be sent to any registered G2 Shareholder who voted for the Arrangement Resolution or who has withdrawn the objection notice.

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The dissenting registered G2 Shareholder then has 20 days after receipt of the Company Notice or, if the dissenting registered G2 Shareholder does not receive a Company Notice, within 20 days after learning that the Arrangement Resolution has been adopted, to send to G2 a written notice (the “ Demand Notice ”) containing the dissenting registered G2 Shareholder’s name and address, the number of G2 Common Shares in respect of which the dissenting registered G2 Shareholder dissents and a demand for payment of the fair value of such G2 Common Shares. A dissenting registered G2 Shareholder must, within 30 days after sending the Demand Notice, send the certificates or DRS Statements representing the G2 Common Shares in respect of which the dissenting registered G2 Shareholder dissents to G2 or else the dissenting registered G2 Shareholder will lose such right to make a claim for the fair value of the G2 Common Shares. On sending the Demand Notice, the dissenting registered G2 Shareholder ceases to have any rights as a G2 Shareholder except the right to be paid the fair value of his or her G2 Common Shares in respect of which the dissent has been given, except where the registered G2 Shareholder withdraws the Demand Notice before G2 sends its Offer to Purchase (as defined below), or G2 decides not to proceed with the Arrangement, in which case such registered G2 Shareholder’s rights are reinstated as of the date the dissenting registered G2 Shareholder sent the Demand Notice.

G2 is required, not later than seven days after the later of the Effective Date or the date G2 receives a Demand Notice, to deliver to each dissenting registered G2 Shareholder a written offer (the “ Offer to Purchase ”) to pay for the G2 Common Shares held by the dissenting registered G2 Shareholder in an amount considered by the directors of G2 to be the fair value thereof, accompanied by a statement showing how the fair value was determined. Every Offer to Purchase shall be on the same terms as all other Offers to Purchase for the same class and series of G2 Common Shares. Dissenting registered G2 Shareholders who accept the Offer to Purchase will, unless such payment is prohibited by the CBCA, be paid within ten days. The Offer to Purchase lapses if G2 does not receive an acceptance within 30 days after the date on which the Offer to Purchase was made.

If G2 fails to make the Offer to Purchase, or the dissenting registered G2 Shareholder fails to accept the Offer to Purchase, G2 may apply to a court to fix a fair value for the G2 Common Shares held by dissenting registered G2 Shareholders within 50 days after the Arrangement is given effect or within such further period as the court may allow. Upon any such application by G2, G2 shall notify each affected dissenting registered G2 Shareholder of the date, place and consequences of the application and of such dissenting registered G2 Shareholder’s right to appear and be heard in person or by counsel. If G2 fails to make such an application, a dissenting registered G2 Shareholder has the right to so apply within a further period of 20 days or within such further period as the court may allow. The applications referred to above shall be made to a court having jurisdiction in the place where G2 has its registered office (currently being Toronto, Ontario, Canada) or in the province where the dissenting registered G2 Shareholder resides if G2 carries on business in that province. All dissenting registered G2 Shareholders whose G2 Common Shares have not been purchased by G2 will be joined as parties to the application and will be bound by the decision of the Court. The Court may determine whether any person is a dissenting registered G2 Shareholder who should be joined as a party and the Court will fix a fair value for the G2 Common Shares of all dissenting registered G2 Shareholders. In its discretion, the Court may appoint one or more appraisers to assist the Court to fix a fair value for the shares of the dissenting registered G2 Shareholder. A Court may include, in its discretion, a reasonable rate of interest on the amount payable to each dissenting registered G2 Shareholder from the effective date of the Arrangement until the date of payment. The final order of a Court would be rendered against the corporation in favour of each dissenting registered G2 Shareholder and for the amount of the shares as fixed by the Court.

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Address for Notice

All notices of dissent to the Arrangement pursuant to Section 190 of the CBCA should be sent, within the time specified, to:

G2 Goldfields Inc. c/o Cassels Brock & Blackwell LLP Suite 2100, 40 King Street West Toronto, Ontario M5H 3C2 Attention: Lindsay Clements (with a copy by email to [email protected])

Strict Compliance with Dissent Provisions Required

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting registered G2 Shareholder who seeks payment of the fair value of his or her G2 Common Shares. The CBCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenter’s rights. Accordingly, each registered G2 Shareholder who might desire to exercise the dissenter’s rights should carefully consider and comply with the dissent provisions of the CBCA, the full text of which is set out in Schedule “G” to this Circular, and consult such holder’s legal advisor.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

THE TAX CONSEQUENCES OF THE ARRANGEMENT MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH G2 SHAREHOLDER AND OTHER FACTORS. ACCORDINGLY, G2 SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT.

In the opinion of Cassels Brock & Blackwell LLP, Canadian counsel to G2, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act relating to the Arrangement applicable to a beneficial owner of G2 Common Shares who, for the purposes of the Tax Act: (i) holds G2 Common Shares, and will hold S2 Common Shares, S2 Rights and any Rights Shares issuable on the exercise of S2 Rights acquired under the Arrangement, as capital property; (ii) deals at arm’s length with G2 and S2; and (iii) is not “affiliated” with G2 or S2 for the purposes of the Tax Act (a “ Holder ”) . Unless otherwise stated in this summary, reference to S2 Common Shares includes Rights Shares.

G2 Common Shares, S2 Common Shares, and S2 Rights will generally be considered to be capital property to a Holder unless such securities are held by the Holder in the course of carrying on a business of buying and selling securities, or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act and counsel’s understanding of the current administrative practices and assessing policies of the CRA. This summary also takes into account all specific proposals to amend the Tax Act (the “ Proposed Amendments ”) announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that all Proposed Amendments will be enacted in the form proposed. There can be no assurance that the Proposed Amendments will be enacted in the form proposed or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action or

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decision, nor does it take into account other federal or any provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below. An advance income tax ruling will not be sought from the CRA in respect of the Arrangement.

This summary is not applicable to a Holder: (i) that is a “financial institution” as defined in the Tax Act for the purposes of the “mark-to-market property” rules contained in the Tax Act; (ii) that is a “specified financial institution” or “restricted financial institution” as defined in the Tax Act (iii) who has acquired G2 Common Shares on the exercise of an employee stock option of G2 prior to the Effective Time; (iv) an interest in which is, or whose G2 Common Shares, S2 Common Shares, or S2 Rights are, a “tax shelter investment” as defined in the Tax Act; (v) that has elected to determine its “Canadian tax results” in a currency other than Canadian currency pursuant to the “functional currency reporting” rules in the Tax Act; (vi) that has entered, or will enter, into a “derivative forward agreement”, as defined in the Tax Act, with respect to the G2 Common Shares, S2 Common Shares, or S2 Rights; or (vii) that is a corporation resident in Canada (for the purpose of the Tax Act) or a corporation that does not deal at arm’s length (for purposes of the Tax Act) with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the S2 Common Shares, controlled by a nonresident person, or group of non-resident persons not dealing with each other at arm’s length for the purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT, AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER AND NO REPRESENTATIONS WITH RESPECT TO THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER ARE MADE. THIS SUMMARY IS NOT EXHAUSTIVE OF ALL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS. ACCORDINGLY, HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.

Holders Resident in Canada

The following portion of this summary applies to a Holder who, at all relevant times is or is deemed to be resident in Canada for purposes of the Tax Act (a “ Resident Holder ”).

Certain Resident Holders whose G2 Common Shares, or S2 Common Shares might not otherwise be capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have such shares, and every other “Canadian security” as defined in the Tax Act owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years, deemed to be capital property. An S2 Right will not be a “Canadian Security” to a Resident Holder and therefore will not be deemed to be capital property pursuant to subsection 39(4) of the Tax Act. Any Resident Holder contemplating making a subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

Distribution of S2 Common Shares by G2

Under the Arrangement, Resident Holders will receive one S2 Common Share, as a distribution of capital from G2 on the reduction of the stated capital of the G2 Common Shares, with respect to each Common Share held. This summary is based on the assumption that the fair market value of the S2 Common Shares distributed under the Arrangement will not exceed the “paid-up capital” (within the meaning of the Tax Act) of the G2 Common Shares. G2 has advised tax counsel that the paid-up capital of the G2 Common Shares immediately prior to the distribution will be in excess of the fair market value of the S2 Common Shares to be so distributed.

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Based on this assumption and G2’s advice with respect to the paid-up capital of the G2 Common Shares, no portion of the amount so distributed will be deemed to be a dividend for purposes of the Tax Act and the adjusted cost base to a Resident Holder of its G2 Common Shares will be reduced by the fair market value at the Effective Time of the S2 Common Shares received by such Resident Holder. If such fair market value exceeds the adjusted cost base to the Resident Holder of its G2 Common Shares immediately before the distribution, the Resident Holder will be deemed to realize a capital gain from a disposition of its G2 Common Shares equal to the amount of such excess and the adjusted cost base to the Resident Holder of its G2 Common Shares will immediately thereafter be deemed to be nil. The tax treatment of capital gains is discussed below under “ Holders Resident in Canada — Taxation of Capital Gains and Capital Losses ”.

Receipt of S2 Rights

Generally, no amount will be required to be included in computing the income of a Resident Holder as a consequence of acquiring S2 Rights under the Arrangement. The cost to a Resident Holder of S2 Rights received under the Arrangement will be nil.

Exercise of S2 Rights

The exercise of an S2 Right will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Resident Holder upon the exercise of S2 Rights. Rights Shares acquired by a Resident Holder upon the exercise of S2 Rights will have a cost to the Resident Holder equal to the aggregate of the Subscription Price paid plus the adjusted cost base (if any) to the Resident Holder of the S2 Rights exercised to acquire such S2 Common Shares. The adjusted cost base of each S2 Common Share held by a Resident Holder after the acquisition of Rights Shares as a result of the exercise of S2 Rights will be determined by averaging the cost of such newly-acquired Rights Shares with the adjusted cost base to the Resident Holder of any other S2 Common Shares held immediately prior to such acquisition.

Expiry of S2 Rights

Upon the expiry of an unexercised S2 Right, a Resident Holder will realize a capital loss equal to the adjusted cost base, if any, of the S2 Right to the Resident Holder. See the discussion under the headings “ Holders Resident in Canada – Disposition of S2 Common Shares or S2 Rights ” and “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ” regarding the treatment of capital losses.

Dividends on S2 Common Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on their S2 Common Shares will be included in computing the individual’s income and will be subject to the grossup and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced dividend tax credit rules applicable to any dividends designated as “eligible dividends”, as defined in the Tax Act.

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received on their S2 Common Shares will be included in computing its income, but generally the corporation will be entitled to deduct an equivalent amount in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A “private corporation” as defined in the Tax Act or a “subject corporation” as defined in the Tax Act may be liable under Part IV of the Tax Act to pay a refundable tax on any dividend that it receives or is deemed

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to receive on its S2 Common Shares to the extent that the dividend is deductible in computing the corporation’s taxable income.

Disposition of S2 Common Shares or S2 Rights

A Resident Holder that disposes or is deemed to dispose of an S2 Common Share or a S2 Right (in the case of S2 Rights, other than pursuant to the exercise or expiry thereof) in a taxation year will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the share exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of such share or right, determined immediately before the disposition, and any reasonable costs of disposition. See “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ” above for a description of the treatment of capital gains and capital losses under the Tax Act.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing its income for a taxation year onehalf of the amount of any capital gain (a “ taxable capital gain ”) realized by it in that year. A Resident Holder will generally be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

A capital loss realized on the disposition of an S2 Common Share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of dividends received or deemed to have been received by the corporation on such shares (or on a share for which such share is substituted or exchanged). Similar rules may apply where the corporation is a member of a partnership or a beneficiary of a trust that owns such shares, or where a partnership or trust of which the corporation is a member or beneficiary is a member of a partnership or a beneficiary of a trust that owns such shares. Resident Holders to whom these rules may be relevant should consult their own advisors.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of net taxable capital gains.

Minimum Tax

A capital gain realized, or a dividend received, by a Resident Holder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax under the Tax Act.

Dissenting Resident Holders

A Resident Holder who, as a result of the exercise of Dissent Rights is entitled to be paid the fair value of its G2 Common Shares by G2 will be deemed to have received a dividend equal to the amount, if any, by which the payment received (other than any portion of the payment that is interest awarded by a court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such shares immediately before their surrender to G2 pursuant to the Arrangement. The amount of any such deemed dividend will be included in calculating such dissenting Resident Holder’s income for the taxation year and will reduce the proceeds of disposition for purposes of computing the dissenting Resident Holder’s capital gain or capital loss on the disposition of its G2 Common Shares. The tax treatment accorded to any deemed dividend is discussed generally above under the heading, “ Holders Resident in Canada – Dividends on S2 Common Shares ”.

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The dissenting Resident Holder will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder’s G2 Common Shares. The tax treatment of capital gains and capital losses is discussed generally above under the heading, “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

Interest (if any) awarded by a court to a dissenting Resident Holder will be included in the holder’s income for purposes of the Tax Act.

Resident Dissenters who are contemplating exercising their dissent rights should consult their own tax advisors .

Holders Not Resident in Canada

The following portion of the summary applies to a Holder who, for the purposes of the Tax Act: (i) at all relevant times is not and is not deemed to be resident in Canada; and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, G2 Common Shares, S2 Rights or S2 Common Shares in connection with carrying on a business in Canada (a “ Non-Resident Holder ”). This portion of the summary is not applicable to a Non-Resident Holder that is: (i) an insurer carrying on an insurance business in Canada and elsewhere; or (ii) an “authorized foreign bank” as defined in the Tax Act.

Distribution of S2 Common Shares by G2

Under the Arrangement, Non-Resident Holders will receive one S2 Common Share as a distribution of capital from G2 on the reduction of the stated capital of the G2 Common Shares with respect to each G2 Share held. This summary is based on the assumption that the fair market value of the S2 Common Shares distributed under the Arrangement will not exceed the paid-up capital for the purposes of the Tax Act of the G2 Common Shares. G2 has advised tax counsel that the paid-up capital of the G2 Common Shares immediately prior to the distribution will be in excess of the fair market value of the S2 Common Shares to be so distributed.

Based on this assumption and G2’s advice with respect to the paid-up capital of the G2 Common Shares, no portion of the amount so distributed will be deemed to be a dividend for purposes of the Tax Act and the adjusted cost base to a Non-Resident Holder of its G2 Common Shares will be reduced by the fair market value of the S2 Common Shares received by such Non-Resident Holder. If such fair market value exceeds the adjusted cost base to the Non-Resident Holder of its G2 Common Shares immediately before the distribution, the Non-Resident Holder will be deemed to realize a capital gain from a disposition of its G2 Common Shares equal to the amount of such excess and the adjusted cost base to the Non-Resident Holder of its G2 Common Shares will immediately thereafter be deemed to be nil.

Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on any such deemed disposition of the G2 Common Shares unless such G2 Common Shares are, or are deemed to be, “taxable Canadian property”, as defined in the Tax Act, of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the Non-Resident Holder’s country of residence. For a general discussion of when shares will constitute “taxable Canadian property” of a Non-Resident Holder, see below under “ Holders Not Resident in Canada - Disposition of S2 Common Shares and S2 Rights ”.

In the event that the G2 Common Shares are, or are deemed to be, “taxable Canadian property” of a NonResident Holder and the capital gain realized upon a disposition of such G2 Common Shares is not exempt from tax under the Tax Act by virtue of an applicable income tax convention, the tax consequences as

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described above under “ Holders Resident in Canada - Taxation of Capital Gains and Capital Losses ” will generally apply. Such Non-Resident Holders should consult their own tax advisors in this regard.

Dividends on S2 Common Shares

Dividends paid or credited, or deemed to be paid or credited, on S2 Common Shares to a Non-Resident Holder generally will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax convention. The rate of withholding tax under the Canada-United States Tax Convention, 1980 , as amended (the “ U.S. Treaty ”) applicable to a Non-Resident Holder, who is a resident of the United States for the purposes of the U.S. Treaty, is the beneficial owner of the dividend, is entitled to all of the benefits under the U.S. Treaty generally will be 15% (reduced to 5% for a company than holds at least 10% of the voting stock of S2, as the case may be). S2 will be required to withhold the required amount of withholding tax from the dividend, and to remit it to the CRA for the account of the Non-Resident Holder.

Receipt of S2 Rights

Generally, no amount will be required to be included in computing the income of a Non-Resident Holder as a consequence of acquiring S2 Rights under the Arrangement. The cost to a Non-Resident Holder of S2 Rights received under the Arrangement will be nil.

Exercise or Expiry of S2 Rights

The tax consequences of the exercise and expiry of S2 Rights held by a Non-Resident Holder are generally the same as those described above under the headings “ Holders Resident in Canada – Exercise of S2 Rights” and “Holders Resident in Canada – Expiry of S2 Rights ”.

Disposition of S2 Common Shares and S2 Rights

A Non-Resident Holder will not be subject to tax under the Tax Act on the disposition or deemed disposition of S2 Common Shares or S2 Rights unless the S2 Common Shares or S2 Rights, as applicable, constitute “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Generally, an S2 Common Share or S2 Right will not constitute taxable Canadian property of a NonResident Holder at the time of disposition provided that at such time the S2 Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the CSE), unless at any time during the 60-month period immediately preceding the disposition,

(a) 25% or more of the issued shares of any class or series of the capital stock of S2 were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the NonResident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and
(b) more than 50% of the fair market value of the S2 Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists.

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In certain circumstances, a Non-Resident Holder’s S2 Common Shares or S2 Rights may also be deemed to be taxable Canadian property for purposes of the Tax Act. Non-Resident Holders should consult with their own tax advisors as to whether S2 Common Shares or S2 Rights constitute taxable Canadian property having regard to their particular circumstances.

Even if the S2 Common Shares or S2 Rights are taxable Canadian property to a Non-Resident Holder, any taxable capital gain resulting from the disposition of such shares or rights will not be included in computing the Non-Resident Holder’s income for the purposes of the Tax Act if the shares or rights constitute “treatyprotected property” as defined in the Tax Act. The S2 Common Shares and S2 Rights owned by a NonResident Holder will generally be treaty-protected property if the gain from the disposition of the applicable shares or rights would be exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty.

A Non-Resident Holder whose S2 Common Shares or S2 Rights are “taxable Canadian property” and are not “treaty protected property” will generally have the same tax considerations as those described above under the headings “ Holders Resident in Canada – Disposition of S2 Common Shares or S2 Rights” and “Holders Resident in Canada –Taxation of Capital Gains and Capital Losses ”.

Non-Resident Holders should consult with their own tax advisors for advice having regard to their particular circumstances.

Dissenting Non-Resident Holders

A Non-Resident Holder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair value of its G2 Common Shares by G2 will be deemed to have received a dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest awarded by a court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such shares immediately before their surrender to G2 pursuant to the Arrangement. Any such deemed dividend will be subject to non-resident withholding tax under the Tax Act at a rate of 25% of the gross amount of the dividend, unless the rate is reduced by an applicable income tax treaty or convention.

A dissenting Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of its G2 Common Shares unless such shares are “taxable Canadian property” of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. See discussion above under the heading “ Holders Not Resident in Canada – Disposition of S2 Common Shares and S2 Rights ”. For purposes of computing the amount of any capital gain on the disposition of the dissenting Non-Resident Holder’s G2 Common Shares, the Non-Resident Holder’s proceeds of disposition will be reduced by the amount of any deemed dividend received by the Non-Resident Holder as described in the immediately preceding paragraph. The dissenting Non-Resident Holder will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Non-Resident Holder’s G2 Common Shares.

Any such deemed dividend received or capital gain realized by a dissenting Non-Resident Holder will be treated in the same manner as described above under the headings “ Holders Not Resident in Canada – Dividends on S2 Common Shares” and “ Holders Not Resident in Canada – Disposition of S2 Common Shares and S2 Rights ”.

Interest (if any) awarded by a court to a dissenting Non-Resident Holder generally should not be subject to withholding tax under the Tax Act.

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ELIGIBILITY FOR INVESTMENT

At the Effective Time, the S2 Common Shares and S2 Rights will be qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts (collectively, “ Registered Plans ”) and deferred profit sharing plans (“ DPSPs ”) (all as defined in the Tax Act), provided that the S2 Common Shares and S2 Rights are listed on a “designated stock exchange” as defined in the Tax Act (which includes the CSE) or S2 is a “public corporation”, as defined in the Tax Act.

If the S2 Rights are not listed on a “designated stock exchange” as defined in the Tax Act at the Effective Time, the S2 Rights will be a qualified investment at a particular time for a Registered Plan and DPSP, provided that at the particular time, (a) the underlying S2 Common Share is a qualified investment for Registered Plans, as described above, and (b) neither S2, nor any person with whom S2 does not deal with at arm’s length for the purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan or DPSP.

If the S2 Common Shares are not listed on a “designated stock exchange” at the Effective Time, S2 may qualify at the Effective Time as a “public corporation” provided that on or before the filing due date of S2’s Canadian federal income tax return for its first taxation year, S2 Common Shares are listed on a “designated stock exchange” (as defined in the Tax Act) and S2 makes an election to be deemed to have been a public corporation from its date of incorporation. The making of such an election would have the retroactive effect of making the S2 Common Shares a qualified investment for Registered Plans and DPSPs on the Effective Date. S2 intends to list its shares and make such election.

Notwithstanding the foregoing, if the S2 Common Shares or S2 Rights are a “prohibited investment” within the meaning of the Tax Act for a Registered Plan, the annuitant, holder or subscriber, as the case may be (the “ Controlling Individual ”), of the Registered Plan, will be subject to a penalty tax under the Tax Act. The S2 Common Shares and S2 Rights generally will not be a prohibited investment for a Registered Plan provided the Controlling Individual of the Registered Plan: (i) deals at arm’s length with S2 for the purposes of the Tax Act; and (ii) does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in S2. In addition, the S2 Common Shares will not be a prohibited investment if such shares are “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan.

S2 Shareholders who intend to hold S2 Common Shares or S2 Rights in a Registered Plan or DPSP should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

SECURITIES LAW CONSIDERATIONS

The following is a brief summary of the securities law considerations applicable to the transactions contemplated herein.

Canadian Securities Laws and Resale of Securities

Each G2 Shareholder is urged to consult such holder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the S2 Common Shares, S2 Rights and Rights Shares.

G2 is a “reporting issuer” in the Reporting Jurisdictions. The G2 Common Shares are currently listed and posted for trading on the TSXV.

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Upon completion of the Arrangement, S2 will be a reporting issuer in the Reporting Jurisdictions. S2 has applied to list the S2 Common Shares and Rights Shares on the CSE. Any listing will be subject to the approval of the CSE.

The issuance of the S2 Common Shares, S2 Rights and Rights Shares pursuant to the Arrangement will constitute a distribution of securities, which is exempt from the prospectus requirements of Canadian securities legislation. The S2 Common Shares, S2 Rights and Rights Shares issued or issuable to G2 Shareholders may be resold in each of the provinces and territories of Canada provided the holder is not a “control person” as defined in the applicable securities laws, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

United States Securities Laws and Resale of Securities

The S2 Common Shares, S2 Rights and Rights Shares issuable to G2 Shareholders pursuant to the Arrangement have not been approved or disapproved by the SEC or securities regulatory authorities of any state of the United States, nor has the SEC or any securities authorities of any state in the United States passed on the adequacy or accuracy of this Circular. Any representation to the contrary is a criminal offence.

Further information applicable to U.S. G2 Shareholders is disclosed under the heading “ Securities Laws Information for U.S. G2 Shareholders ” in this Circular.

Status under U.S. Securities Laws

G2 is a “foreign private issuer” as defined under the U.S. Exchange Act. The G2 Common Shares are not, and will not be, registered under the U.S. Securities Act and G2 is not subject to the reporting requirements of the U.S. Exchange Act. Upon completion of the Arrangement, S2 is expected to also be a “foreign private issuer” as defined under the U.S. Exchange Act. The S2 Common Shares, S2 Rights and Rights Shares have not been and will not be registered under the U.S. Securities Act.

Issuance and Resale of S2 Common Shares, S2 Rights and Rights Shares Under U.S. Securities Laws

The issuance of the S2 Common Shares, S2 Rights and Rights Shares to U.S. Persons and the subsequent resale of the S2 Common Shares, S2 Rights and/or Rights Shares held by or to U.S. G2 Shareholders will be subject to U.S. securities laws, including the U.S. Securities Act and any applicable state securities laws. The following discussion is a general overview of certain requirements of U.S. securities laws applicable to U.S. G2 Shareholders.

All U.S. G2 Shareholders are urged to consult with legal counsel to ensure that the resale of S2 Common Shares issued or issuable to them under the Arrangement and the resale of the Rights Shares issuable on exercise of the S2 Rights complies with applicable securities laws and regulations.

Exemption from the Registration Requirements of the U.S. Securities Act

SEC Staff Legal Bulletin No. 4 provides that the shares of a subsidiary spun off from a reporting company are not required to be registered under the U.S. Securities Act when the following five (5) conditions are met: (1) the parent shareholders do not provide consideration for the spun-off shares; (2) the spin-off is prorata to the parent shareholders; (3) the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets; (4) the parent has a valid business purpose for the spin-off; and (5) if the parent spins-off “restricted securities,” it has held those securities for at least two years. G2 has structured the Arrangement such that each of the conditions are satisfied by this Arrangement

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or do not apply, as is the case with the fifth condition. G2 Shareholders are not providing any consideration for receiving the spun-off shares, and the issuance of the S2 Common Shares is being conducted on a pro rata basis to the G2 Shareholders. G2 has a valid business purpose for the spin-off, as described in this Circular under the section entitled “ Particulars of Matters to be Acted Upon – The Arrangement – Recommendation of the Directors ”. Finally, the information in this Circular which in providing the information required under Canadian securities laws is also in substantial compliance with Regulation 14A under the U.S. Exchange Act so that the S2 Common Shares will also be exempt from registration under the U.S. Exchange Act. As a result, pro rata distribution of S2 Common Shares to G2 Shareholders pursuant to the Arrangement is not a an “offer to sell” or a “disposition for value” within the meaning of Section 2(3) of the U.S. Securities Act and SEC Staff Legal Bulletin No. 4 regarding spin-offs and consequently the S2 Common Shares, S2 Rights and Rights Shares have not and will not be registered under the U.S. Securities Act or the securities laws of any state of the U.S.

Resale of S2 Common Shares, S2 Rights and Rights Shares within the United States after the Completion of the Arrangement

The following discussion does not address the Canadian securities laws that will apply to the issue or resale of S2 Common Shares, S2 Rights and Rights Shares to U.S. G2 Shareholders within Canada. U.S. G2 Shareholders reselling their securities in Canada must comply with Canadian securities laws, as outlined elsewhere in this Circular.

The S2 Common Shares to be received by U.S. G2 Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws except by persons who are “affiliates” (as defined in Rule 405 of the U.S. Securities Act) of S2 after the Effective Date or were “affiliates” of S2 within 90 days prior to the date of any proposed resale. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such S2 Common Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom.

Such affiliates (and former affiliates) may resell S2 Common Shares pursuant to Rule 144, if available. In addition, subject to certain limitations, any such affiliates (and former affiliates) who is an affiliate (or former affiliate) solely by virtue of being an executive officer or director of S2 may resell such S2 Common Shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act.

Resales by Affiliates Pursuant to Rule 144

In general, under Rule 144, persons who are, or are selling for the account of, affiliates of S2 after the Arrangement will be entitled to sell in the United States, during any three-month period, a portion of the S2 Common Shares and Rights Shares that they receive in connection with the Arrangement, provided that the number of such securities sold does not exceed the certain volume restrictions and subject to specified restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about S2.

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Resale of Securities Pursuant to Regulation S

In general, pursuant to Regulation S under the U.S. Securities Act, if at the Effective Date S2 is a “foreign private issuer” (as defined in Rule 405 of the U.S. Securities Act), persons who are “affiliates” (as defined in Rule 405 of the U.S. Securities Act) of S2 after the Effective Date, or were “affiliates” of S2 within 90 days prior to the date of the proposed resale, solely by virtue of their status as an executive officer or director of S2, may sell their S2 Common Shares and Rights Shares outside the United States in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) if none of the seller, an affiliate or any person acting on their behalf engages in “directed selling efforts” (as defined in Regulation S under the U.S. Securities Act) in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. For purposes of Regulation S under the U.S. Securities Act, “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S under the U.S. Securities Act, an offer or sale of securities is made in an “offshore transaction” if the offer is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation S under the U.S. Securities Act), (which would include a sale through the CSE), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions under Regulation S of the U.S. Securities Act are applicable to sales outside the United States by a holder of S2 Common Shares, or Rights Shares who is an “affiliate” of S2 after the Effective Date, or was an “affiliate” of S2 within 90 days prior to the date of the proposed resale, other than by virtue of his status as an officer or director of S2.

As a practical matter, the availability of Regulation S for resales of the S2 Common Shares and/or Rights Shares may depend in part upon whether S2 maintains a listing for such securities on the CSE. While S2 has applied to list the S2 Common Shares on the CSE, the listing is still subject to the approval of the CSE and there can be no assurance that such listing will be obtained or maintained.

Rights Shares

Rights Shares issued to U.S. Persons will be “restricted securities” within the meaning of Rule 144 and may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, and certificates representing such Rights Shares will bear a legend to such effect.

Rights Shares issued to U.S. Person may only be resold: (a) to S2; or (b) outside the United States in accordance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or (c) in accordance with the exemptions from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with applicable state securities laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities.

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Proxy Solicitation Requirements

The solicitation of proxies pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with the disclosure requirements of Canadian securities law. Such requirements are different than those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. However, in order to comply with conditions of SEC Staff Legal Bulletin No. 4, this Circular contains information in substantial compliance with Rule 14A under the U.S. Securities Exchange Act.

PARTICULARS OF MATTERS TO BE ACTED UPON – STATED CAPITAL REDUCTION

At the Meeting, G2 Shareholders will be asked to approve the Stated Capital Resolution, authorizing the reduction in the stated capital of the G2 Common Shares, without any distribution to the G2 Shareholders, by such amount as the G2 Board determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Common Shares. The approval by the G2 Shareholders of the Stated Capital Resolution is a condition to the implementation of the Plan of Arrangement.

In accordance with the CBCA, the Stated Capital Resolution must be approved, with or without variation, by not less than two-thirds of the votes cast at the Meeting in person or by proxy by G2 Shareholders. Notwithstanding such approval, the G2 Board will be authorized, without further approval of the G2 Shareholders, to revoke the Stated Capital Resolution at any time before it becomes effective in accordance with the provisions of the CBCA.

Reasons for the Stated Capital Reduction

Pursuant to Section 192(3) of the CBCA, G2 must not be insolvent in order to apply to the Court for the Final Order approving the Arrangement. Section 192(2) of the CBCA provides that a corporation is insolvent: (a) where it is unable to pay its liabilities as they become due; or (b) where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all assets. To satisfy the solvency test and implement the Arrangement under the CBCA, the stated capital of the G2 Common Shares must be reduced by such amount as the G2 Board determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Common Shares.

The reduction in stated capital will not result in any change to the total shareholders’ equity as presented in G2’s financial statements and therefore will not affect G2’s book value. The reduction of stated capital will also have no impact on the day-to-day operations of G2 and will not, on its own, alter the financial condition of G2.

Certain Canadian Federal Income Tax Considerations with Respect to the Stated Capital Reduction

The following is a summary of the principal Canadian federal income tax considerations applicable to shareholders from the proposed stated capital reduction. This summary is based on the current provisions of the Tax Act, the regulations to the Tax Act, and the current published administrative practices and assessing policies of the CRA (publicly available prior to the date hereof). This summary also takes into account all Proposed Amendments, and assumes that the Proposed Amendments will be enacted in the form proposed, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices and assessing policies of the CRA, nor does it take into account provincial, territorial or foreign income tax considerations, which

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may differ from the Canadian federal income tax considerations discussed below.

This summary is of a general nature only and is not intended to constitute nor should it be construed as legal or tax advice to any particular shareholder. This summary does not consider any provincial, territorial or foreign tax or other consequences which could arise as a result of the proposed stated capital reduction. G2 Shareholders are advised to consult their own tax advisors regarding the consequences of the proposed stated capital reduction to them having regard to their own particular circumstances.

The proposed stated capital reduction should not result in any immediate Canadian federal income tax consequences to a G2 Shareholder. In particular, as no amount will be paid by G2 to G2 Shareholders on the reduction of stated capital, G2 Shareholders should not be deemed to have received a dividend and there should not be any reduction in the adjusted cost base to a shareholder of their G2 Common Shares. However, the reduction of stated capital will reduce the PUC of the G2 Common Shares by an amount equal to the reduction in stated capital. Such reduction in the PUC of the G2 Common Shares may have future Canadian federal income tax consequences to a G2 Shareholder in certain circumstances, including, but not limited to, if G2 repurchases or redeems any G2 Common Shares, on a distribution of assets from G2 to G2 Shareholders, or if G2 is wound-up.

Restriction on the Reduction of Stated Capital under the CBCA

Section 38(3) of the CBCA provides that a corporation shall not reduce its stated capital if there are reasonable grounds for believing that: (i) the corporation is, or would after the reduction be, unable to pay its liabilities as they become due; or (ii) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

In recommending the Stated Capital Resolution for approval, the G2 Board has reasonable grounds for believing that: (i) G2 is, or would, after the proposed stated capital reduction, be able to pay its liabilities as they become due; and (ii) the realizable value of G2’s assets would thereby be equal to or greater than the aggregate of G2’s liabilities.

Stated Capital Resolution

The text of the Stated Capital Resolution, which G2 Shareholder will be asked to approve at the Meeting, is set out below:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The stated capital of the common shares of G2 Goldfields Inc. (“ G2 ”) be reduced by such amount as the board of directors of G2 determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the common shares of G2.
Notwithstanding that this special resolution has been duly adopted by the shareholders of G2, the board of directors of G2 be and it is hereby authorized, in its sole discretion, to revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the shareholders of G2.
Any director or officer of G2 is hereby authorized and directed, acting for, in the name of and on behalf of G2, to execute or cause to be executed, under the seal of G2 or otherwise, and to deliver or to cause to be delivered, all such documents,

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agreements and instruments, and to do or to cause to be done all such other acts and things, as such person determines to be necessary or desirable in order to carry out the intent of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

Recommendation of the Directors

The G2 Board has reviewed the Stated Capital Resolution and concluded that it is fair and reasonable to the G2 Shareholders and in the best interests of G2.

The G2 Board recommends that G2 Shareholders vote in favour of the Stated Capital Resolution. Each director and officer of G2 who owns G2 Common Shares has indicated his intention to vote his G2 Common Shares in favour of the Stated Capital Resolution.

PARTICULARS OF MATTERS TO BE ACTED UPON – S2 STOCK OPTION PLAN

As G2’s current stock option plan will not carry forward to S2, and in contemplation of the successful completion of the Arrangement, G2 Shareholders will be asked to approve the S2 Option Plan at the Meeting.

The purpose of the S2 Option Plan is to allow S2 to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of S2. The granting of such options is intended to align the interests of such persons with that of the S2 Shareholders. Pursuant to the S2 Option Plan, the S2 Board may from time to time authorize the issue of S2 Options to directors, officers, employees and consultants of S2 and its affiliated entities. The maximum number of S2 Common Shares which may be issued pursuant to S2 Options granted under the S2 Option Plan will not exceed 10% of the issued and outstanding S2 Common Shares at the time of the grant. In addition, the total number of S2 Common Shares which may be reserved for issuance to any one individual within any one year period may not exceed 5% of the aggregate number of S2 Common Shares issued and outstanding at the time of grant, or 2% of the aggregate number of S2 Common Shares issued and outstanding if the optionee is engaged in investor relations activities or is a consultant.

S2 Options will be exercisable over periods of up to 10 years as determined by the S2 Board. The S2 Board will establish the exercise price of an S2 Option at the time each Option is granted on the basis of the market price, where “market price” shall mean the prior trading day closing price of the S2 Common Shares on any stock exchange on which the S2 Common Shares are listed or last trading price on the prior trading day on any dealing network where the S2 Common Shares trade, and where there is no such closing price or trade on the prior trading day, “market price” shall mean the average of the daily high and low board lot trading prices of the S2 Common Shares on any stock exchange on which the S2 Common Shares are listed or dealing network on which the S2 Common Shares trade for the five immediately preceding trading days. In the event the S2 Common Shares are not listed on any exchange and do not trade on any dealing network, the market price will be determined by the S2 Board. The approval of disinterested S2 Shareholders will be required for any reduction in the exercise price of a previously granted S2 Option to an insider of S2.

The S2 Option Plan contains no vesting requirements, but permits the S2 Board to specify a vesting schedule in its discretion, provided that if required by any stock exchange on which the S2 Common Shares trade, S2 Options issued to a person or consultant engaged in investor relations activities must vest in stages over not less than 12 months with no more than one-quarter of the S2 Options vesting in any three month period.

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The aggregate number and kind of shares available under the S2 Option Plan shall be appropriately adjusted in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of S2. The S2 Options granted under the S2 Option Plan may contain such provisions as the S2 Board may determine with respect to adjustments to be made in the number and kind of shares covered by such S2 Options and in the exercise price in the event of any such change. If there is a reduction in the exercise price of the S2 Options of an insider of S2, S2 will be required to obtain approval from disinterested shareholders.

In the event of (i) an acquisition by any “offeror” (as defined in Part XX of the Securities Act (Ontario)) of beneficial ownership of more than 50% of the outstanding voting securities of S2, by takeover bid or otherwise, (ii) any consolidation or merger of S2, (iii) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of S2 or (iv) approval by S2 Shareholders of any liquidation or dissolution of S2, S2 shall notify the optionee in writing of such a transaction or an offer or proposal in respect thereof as soon as practicable and, provided that the S2 Board has determined that no adjustment shall be made pursuant to the S2 Option Plan, the S2 Board may permit the optionee to exercise the S2 Options, as to all or any of the S2 Common Shares in respect of which such S2 Option has not previously been exercised (regardless of any vesting restrictions) during the period specified in the notice (but in no event later than the expiry date of the S2 Options), so that the optionee may participate in such transaction, offer or proposal; and (ii) the S2 Board may require the acceleration of the time for the exercise of the said S2 Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

If a director, officer, employee or consultant ceases to be an eligible participant for any reason (whether or not for cause), other than death, each S2 Option held will cease to be exercisable 90 days after such termination date, or 30 days after such termination date if such person provides engaged in investor relations activities, or any such longer period as determined by the S2 Board up to a maximum of one year from the termination date. If a director, officer, employee or consultant dies, the legal representative may exercise the S2 Options within a period of one year after such person’s death and in no event after the expiry date of the S2 Option. The S2 Options are non-assignable and non-transferrable.

The S2 Board may at any time amend or terminate the S2 Option Plan, but where amended, such amendment is subject to regulatory approval.

The S2 Option Plan is a rolling stock option plan which sets the number of options available for grant by S2 at an amount equal to 10% of S2’s issued and outstanding common shares from time to time. Following completion of the Arrangement and the Rights Offering, there will be approximately 23,994,194 S2 Common Shares outstanding, and as such approximately 2,399,419 S2 Options are available for issuance under the S2 Option Plan as at the Effective Date.

The summary of the S2 Option Plan is qualified in its entirety to the full text of the S2 Option Plan appended hereto as Schedule “J”.

Unless such authority is withheld, the persons named in the enclosed proxy intend to vote for the approval of the S2 Option Plan.

At the Meeting, G2 Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth below:

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“BE IT RESOLVED THAT:

subject to completion of the Arrangement, a stock option plan for S2 Minerals Inc. (“ S2 ”) in substantially the form attached as Schedule “J” of the management information circular of G2 Goldfields Inc. dated as of February 25, 2021 be approved pursuant to which the directors of S2 may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of S2 and its subsidiaries to a maximum of 10% of the issued and outstanding common shares at the time of the grant, with a maximum of 5% of S2 issued and outstanding shares being reserved to any one person on a yearly basis; and
any director or officer of S2 is hereby authorized and directed, acting for, in the name of and on behalf of S2, to execute or cause to be executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the foregoing resolution.”

Recommendation of the Directors

The G2 Board has reviewed the proposed resolution and concluded that it is fair and reasonable to the G2 Shareholders.

The G2 Board recommends that G2 Shareholders vote in favour of the resolution to approve the S2 Option Plan.

PARTICULARS OF MATTERS TO BE ACTED UPON – S2 RSU PLAN

As G2’s current restricted share unit plan will not carry forward to S2, and in contemplation of the successful completion of the Arrangement, G2 Shareholders will be asked to approve the S2 RSU Plan at the Meeting.

The S2 RSU Plan provides for the grant of S2 RSUs to directors, officers, employees and consultants of S2 as set forth therein. The S2 RSUs will be settled through the issuance of S2 Common Shares. The following summary of the S2 RSU Plan is qualified in its entirety to the full text of the S2 RSU Plan appended hereto as Schedule “K”.

S2 RSUs are akin to “phantom shares” that track the value of the underlying S2 Common Shares but do not entitle the recipient to the actual underlying S2 Common Shares until maturity and upon satisfaction of any applicable vesting requirements. The S2 RSU Plan permits the S2 Board to grant awards of S2 RSUs to eligible persons, upon such vesting conditions and subject to such maturity dates as the S2 Board may determine. In the event of a change of control of S2, all unvested S2 RSUs will automatically vest.

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A grantee may elect to defer the receipt of all or any part of their S2 Common Shares following the applicable maturity date until a deferred payment date specified in accordance with the terms of the S2 RSU Plan. Subject to any vesting restrictions, S2 RSUs will be settled by way of the issuance of S2 Common Shares from treasury on a one-for-one basis as soon as practicable following the relevant maturity date or deferred payment date, if applicable, or as otherwise may be determined by the S2 Board or specified in the S2 RSU Plan.

Except by a will or by the laws of descent and distribution, S2 RSUs are not assignable or transferable.

Subject to the S2 Board determining otherwise within the limitations of the S2 RSU Plan, in the event of the retirement, death or disability of a grantee, any unvested S2 RSUs held by such person will automatically vest and the underlying S2 Common Shares will be issued as soon as practicable thereafter. In the event of a termination without cause (as determined in accordance with the S2 RSU Plan) of a grantee, any unvested S2 RSUs of such grantee will vest in accordance with their normal vesting schedule, unless the S2 Board determines otherwise within the limitations of the S2 RSU Plan. In the event of a termination with cause or resignation of a grantee (each as determined in accordance with the S2 RSU Plan), all of such grantee’s S2 RSUs that have not yet vested shall become void, unless the S2 Board determines otherwise within the limitations of the S2 RSU Plan.

The maximum number of S2 Common Shares issuable under the S2 RSU Plan shall be the lesser of (i) 2,510,000 S2 Common Shares; and (ii) such number of S2 Common Shares, when combined with all other S2 Common Shares subject to grants made under S2’s other share compensation arrangements (pre-existing or otherwise, and including the S2 Option Plan), as is equal to 10% of the aggregate number of S2 Common Shares issued and outstanding from time to time. The grant of S2 RSUs under the S2 RSU Plan is subject to restrictions such that (i) the number of S2 RSUs granted to insiders of S2 within any one year period, and (ii) the number of S2 Common Shares reserved for issuance under S2 RSUs granted to insiders of S2 at any time, in each case under the S2 RSU Plan when combined with all of the other share compensation arrangements of S2, shall not exceed 10% of the total issued and outstanding S2 Common Shares.

The total number of S2 RSUs granted to any one individual under the S2 RSU Plan within any one year period shall not exceed 5% of the total number of S2 Common Shares issued and outstanding at the grant date. The maximum number of S2 RSUs which may be granted to any one consultant within any one year period must not exceed in the aggregate 2% of the S2 Common Shares issued and outstanding as at the grant date.

The S2 Board may amend the provisions of the S2 RSU Plan and any grant of S2 RSUs from time to time, including with respect to: (a) amendments of a housekeeping nature; (b) changes to any vesting provisions of an S2 RSU; (c) changes to the termination provisions of an S2 RSU or the S2 RSU Plan; and (d) amendments to reflect changes to applicable securities or tax laws. However, other than the foregoing, any amendment to the S2 RSU Plan which would:

(a) increase the number of S2 Common Shares issuable under the S2 RSU Plan;
(b) permit S2 RSUs to be transferred other than for normal estate settlement purposes;
(c) remove or exceed the specified insider participation limits;
(d) materially modify the eligibility requirements for participation in the S2 RSU Plan; or
(e) modify the amending provisions of the S2 RSU Plan,

shall be subject to the receipt of applicable shareholder and regulatory approvals.

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At the Meeting, G2 Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth below:

“BE IT RESOLVED THAT:

subject to completion of the Arrangement, a restricted share unit plan for S2 Minerals Inc. (“ S2 ”) in substantially the form attached as Schedule “K” of the management information circular of G2 Goldfields Inc. dated as of February 25, 2021 be approved pursuant to which the directors of S2 may, from time to time, authorize the issuance of restricted share units to directors, officers, employees and consultants of S2 to a maximum of the lesser of (i) 730,000 common shares of S2; and (ii) such number of common shares, when combined with all other common shares subject to grants made under S2’s other share compensation arrangements (pre-existing or otherwise, and including the S2’s stock option plan), as is equal to 10% of the aggregate number of common shares of S2 issued and outstanding from time to time; and
any director or officer of S2 is hereby authorized and directed, acting for, in the name of and on behalf of S2, to execute or cause to be executed, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer be necessary or desirable to carry out the foregoing resolution.”

Recommendation of the Directors

The G2 Board has reviewed the proposed resolution and concluded that it is fair and reasonable to the G2 Shareholders.

The G2 Board recommends that G2 Shareholders vote in favour of the resolution to approve the S2 RSU Plan.

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G2 GOLDFIELDS INC.

The following information is reflective of the current business, financial and share capital position of G2 and includes certain information reflecting the status of G2 following the completion of the Arrangement. Unless otherwise indicated, all currency amounts are stated in Canadian dollars.

Summary Description of Business

G2 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.

G2 currently operates in two jurisdictions, being (i) Guyana, South America and (ii) Sandy Lake, Ontario, Canada. The common factor is that the G2's projects in both countries contain Orogenic gold mineralization hosted in Proterozoic and Archean Greenstone belts.

G2 was incorporated as 7177411 Canada Corporation on May 21, 2009, under the laws of Canada.

On April 4, 2019, G2 filed articles of amendment to change its name from “Sandy Lake Gold Inc.” to “G2 Goldfields Inc.” The G2 Common Shares are publicly traded on the TSXV under the symbol “GTWO” and on the OTCQX Best Market under the symbol “GUYGF”. The head office, principal address, and records office of G2 are located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, Canada, M5H 3L5.

For further information regarding G2 and its principal assets, see the other documents incorporated by reference in this Circular available at www.sedar.com under G2’s profile.

Business Objectives

G2’s objective is to complete the Arrangement and to continue in its business of advancing Guyana Properties.

Authorized and Issued Share Capital

The authorized share capital of G2 consists of an unlimited number of common shares, of which 125,131,754 G2 Common Shares are issued and outstanding as of the date of this Circular. The Arrangement will not have any impact on the number of G2 Common Shares issued and outstanding.

G2 Shareholders are entitled to one vote per G2 Common Share at all meetings of G2 Shareholders. Holders of G2 Shareholders are entitled to receive dividends as and when declared by the directors of G2 and to receive a pro rata share of the assets of G2 available for distribution to holders of G2 Common Shares in the event of the liquidation, dissolution or winding-up of G2. All G2 Common Shares rank equally as to all benefits which might accrue to the G2 Shareholders.

Consolidated Capitalization

There have not been any material changes in the share and loan capital of G2 since the date of G2’s most recently filed unaudited interim condensed consolidated financial statements for the three and six months ended November 30, 2020 and 2019. There will be no changes to G2’s share and loan capital as a result of the Arrangement.

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Prior Sales

The following table sets forth information in respect of issuances or purchases of G2 Common Shares and securities that are convertible or exchangeable into G2 Common Shares within the 12 months prior to the date of this Circular, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued.

Date of Issuance	Type of Security	Price per Security ($)	Number of Securities
March 6, 2020 June 23, 2020 August 13, 2020 August 13, 2020 November 19, 2020	Units(1) Units(2) Options Restricted share units Options	0.20 0.52 0.75 N/A 0.52	6,750,000 9,615,384 1,000,000 1,000,000 1,150,000

Notes:

(1) Issued pursuant to a non-brokered private placement of G2. Each unit consisted of one G2 Common Share and one-half of one G2 Common Share purchase warrant, with each such warrant exercisable to acquire one G2 Common Share at an exercise price of $0.35 until September 6, 2021.

(2) Issued pursuant to a non-brokered private placement of G2. Each unit consisted of one G2 Common Share and one-half of one G2 Common Share purchase warrant, with each such warrant exercisable to acquire one G2 Common Share at an exercise price of $1.00 until December 23, 2021.

Trading Price and Volume

The G2 Common Shares are listed and posted for trading on the TSXV under the symbol “GTWO”. The following table sets forth information relating to the trading of the G2 Common Shares on the TSXV for the months indicated.

Month	High ($)	Low ($)	Volume
February 2020 March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January 2021 February 1-25	0.215 0.240 0.840 0.800 1.200 1.150 1.000 0.690 0.660 0.640 0.570 0.510 0.440	0.165 0.135 0.200 0.520 0.570 0.640 0.570 0.470 0.480 0.410 0.385 0.365 0.365	2,366,130 2,090,744 6,609,320 3,423,475 3,915,021 3,794,618 4,584,073 1,363,468 1,995,731 2,078,115 1,295,683 1,626,619 1,156,433

At the close of business on February 25, 2021, the price of the G2 Common Shares as quoted by the TSXV was $0.395.

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Historical Compensation Information for Directors and Named Executive Officers of G2

The table below sets out historical compensation information for those named executive officers (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) (“ Named Executive Officers ”) and directors of G2 that will also be executive officers and directors of S2.

The following table sets forth a summary of the total compensation paid to, or earned by the Named Executive Officers and directors of G2 who are or will be executive officers and/or directors of S2, during the two most recently completed financial years ended May 31, 2020 and 2019:

						Non-equity	Non-equity
						Incentive Plan
						Compensation
						($)

				Share-	Option-
Name and				based	based	Annual	Long-term	Pension	All other	Total
Principal		Salary	Bonus	awards	Awards(1)	incentive	incentive	value(2)	Compensation	Compensation
Position	Year	($)	($)	($)	($)	plans	plans	($)	($)	($)
Patrick Sheridan, Director and Executive Chairman(1)	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Daniel Noone, Director, President & Chief Executive Officer(1)	2020 2019	Nil 5,000(2)	2,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	2,500 5,000
Paul Murphy, Chief Financial Officer	2020 2019	28,125 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	28,125 Nil
Bruce Rosenberg, Director	2020 2019	Nil 5,000(2)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 5,000
Stephen Stow, Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Kieran Prashad, Director(3)	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Mr. Sheridan resigned, and Mr. Noone was appointed, as President and Chief Executive Officer of G2 on February 28, 2020. (2) Director fees.

(3) Mr. Prashad was appointed as a director of G2 on February 28, 2020.

Effective March 11, 2020, G2 entered into an employment agreement with Mr. Paul Murphy to act as G2’s Chief Financial Officer on a full-time basis at an annual salary of $150,000 to be reviewed annually. The agreement provided an initial grant of 400,000 stock options and 300,000 restricted share units, together with the future grant of stock options and restricted share units, and a discretionary bonus at the discretion

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of the G2 Board. The agreement may be terminated by either G2 or Mr. Murphy at any time with 30 days’ written notice.

Stock Options and Other Compensation Securities

The following table sets forth a summary of all compensation securities granted or issued to each Named Executive Officer and director of G2 who is or will be an executive officer and/or director of S2 during the financial year ended May 31, 2020.

		Compensation	Compensation	Securities
Name and	Type of	Number of	Date of	Issue,	Closing Price	Closing	Expiry
Position	Compen	Compensation	Issue or	Conversion	of Security or	Price of	Date
	sation	Securities,	Grant	or Exercise	Underlying	Security or
	Security	Number of		Price	Security on	Underlying
		Underlying			Date of	Security at
		Securities, and			Grant	Year End
		Percentage of
		Class
Patrick Sheridan, Director, Executive Chairman(1)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Daniel Noone Director, President & Chief Executive Officer(2)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Paul Murphy, Chief Financial Officer(3)	Stock Options	400,000 or 0.33%	11/03/2020	$0.21	$0.21	$0.60	11/03/2023
	Restricted Share Units	300,000 or 0.25%	11/03/2020	N/A	N/A	N/A	N/A
Bruce Rosenberg, Director(4)	Stock Options	100,000 or 0.08%	19/08/2019	$0.40	$0.26	$0.60	19/08/2022
Stephen Stow, Director(5)	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Kieran Prashad, Director(6)	Stock Options	~~200,000 or~~ 0.17%	11/03/2020	$0.21	$0.21	$0.60	11/03/2023

Notes:

(1) As of May 31, 2020, Mr. Sheridan held an aggregate of 250,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

(2) As of May 31, 2020, Mr. Noone held an aggregate of 500,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

(3) As of May 31, 2020, Mr. Murphy held an aggregate of 400,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

(4) As of May 31, 2020, Mr. Rosenberg held an aggregate of 350,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

(5) As of May 31, 2020, Mr. Stow held an aggregate of 300,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

(6) As of May 31, 2020, Mr. Prashad held an aggregate of 200,000 stock options, each entitling him to acquire one G2 Common Share in accordance with the terms and conditions thereof.

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Exercise of Compensation Securities by Directors and Named Executive Officers

The following table sets forth a summary of all compensation securities exercised by Named Executive Officers and directors of G2 who are or will be an executive officer and/or director of S2 during the financial year ended May 31, 2020.

Name and	Type of	Number of	Exercise	Date of	Closing	Difference	Total
Position	Compensation	Underlying	Price per	Exercise	Price per	between	Value on
	Security	Securities	Security		Security on	Exercise	Exercise
		Exercised			Date of	Price and	Date
					Exercise	Closing
						Price on
						Date of
						Exercise
Patrick Sheridan, Director, Executive Chairman	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Daniel Noone, Director, President and Chief Executive Officer	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Paul Murphy, Chief Financial Officer	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Bruce Rosenberg, Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Stephen Stow, Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A
Kieran Prashad, Director	N/A	Nil	N/A	N/A	N/A	N/A	N/A

Interests of Experts

MNP LLP, Chartered Professional Accountants, is the auditor of G2 and is independent of G2 within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Cassels Brock & Blackwell LLP, Canadian tax counsel to G2, provided the Canadian tax advice contained within this Circular. As of the date of this Circular, the partners and associates of Cassels Brock & Blackwell LLP own less than 1% of the issued and outstanding G2 Common Shares.

Tania Ilieva, Ph.D., P.Geo and Kevin Kivi, P.Geo of Micon International Limited prepared the Sandy Lake Report. As of the date of this Circular, neither Tania Ilieva, Kevin Kivi nor Micon International Limited own any of the issued and outstanding G2 Common Shares.

Risk Factors

In addition to the other information contained in this Circular, the following factors, among others, should be considered carefully when considering risks related to G2’s business (including, without limitation, the documents incorporated by reference). The risks described herein and in the documents incorporated by

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reference in this Circular are not the only risks facing G2. Additional risks and uncertainties not currently known to G2, or that G2 currently deems immaterial, may also materially and adversely affect its business. Furthermore, if the Arrangement is completed, G2 Shareholders will be G2 Shareholders of G2 and S2 and will be subject to the S2 risk factors. See “ S2 Minerals Inc. – Risk Factors ”.

Future Sales or Issuances of Securities

G2 may issue additional securities to finance future activities. G2 cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the G2 Common Shares. Sales or issuances of substantial numbers of G2 Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the G2 Common Shares. With any additional sale or issuance of G2 Common Shares, investors will suffer dilution to their voting power and G2 may experience dilution in its earnings per share.

Regulatory Compliance

As a reporting issuer listed on the TSXV, G2 is subject to various rules and regulations governing matters such as timely disclosure, continuous disclosure obligations and corporate governance practices. Noncompliance with such rules and regulations may result in enforcement actions by the applicable securities regulatory authorities and/or the TSXV.

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S2 MINERALS INC.

The following information is presented on a post-Arrangement basis and is reflective of the proposed business, financial and share capital position of S2. Unless otherwise indicated, all currency amounts are stated in Canadian dollars. The following information should be read together with the pro forma financial statements of S2, appended hereto as Schedule “C”, and the audited carve-out consolidated financial statements and unaudited carve-out consolidated financial statements (the “ Carve-Out Financial Statements ”) of the business of S2 appended hereto as Schedule “H”.

Name and Incorporation

S2 was incorporated under the OBCA on November 30, 2020 for the purposes of the Arrangement. S2 is currently a private company and is a wholly-owned subsidiary of G2. No material amendments have been made to S2’s articles or other constating documents since its incorporation.

S2’s registered and head office are all located at Suite 1101, 141 Adelaide Street West, Toronto, Ontario, M5H 3L5.

General Description of Business

After completion of the Arrangement, S2 will own the Sandy Lake Property. S2 intends to operate as a gold mineral exploration and development company and will continue to advance its Sandy Lake Property and seek other mining assets. See “ Sandy Lake Property – Exploration ” below for information on S2’s proposed exploration program on the Sandy Lake Property.

Intercorporate Relationship

S2 currently has no subsidiaries. On completion of the Arrangement, S2 will have no subsidiaries and will hold all of the mineral claims comprising the Sandy Lake Property directly.

General Development of the Business – Three Year History

S2 was incorporated on November and has had no business operations to date.

Significant Acquisitions and Dispositions

S2 has not completed a financial year. The future operating results and financial position of S2 cannot be predicted.

Trends

Management is not aware of any trend, commitment, event or uncertainty that is both presently known to management and reasonably expected to have a material effect on S2’s business, financial condition or results of operations as at the date of this Circular, except as otherwise disclosed herein or except in the ordinary course of business.

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Sandy Lake Property, Ontario, Canada

S2’s only material property will be the Sandy Lake Property for which disclosure is provided below.

The following disclosure regarding the Sandy Lake Property is derived from the NI 43-101 technical report dated January 15, 2021, prepared by Tania Ilieva, Ph.D., P.Geo and Kevin Kivi, P.Geo, titled “NI 43-101 Technical Report for the Sandy Lake Gold Project, Red Lake Mining Division, Ontario, Canada” with an effective date of January 15, 2021. The Sandy Lake Report is available under G2’s profile on SEDAR www.sedar.com.

Tania Ilieva, Ph.D., P.Geo and Kevin Kivi, P.Geo, authors of the Sandy Lake Report, are qualified persons for the purposes of NI 43-101, and have reviewed and approved the scientific and technical information contained herein related to the Sandy Lake Property.

Location, Property Description and Ownership

The Sandy Lake Property is a group of mineral claims located approximately 225 kilometres (km) north of Red Lake, northwestern Ontario.

Mining Claims

The Sandy Lake Property consists of 2,692 cell mining claims. The details for the current project land holdings are provided in Table 1.1 and Table 1.2. All claims within the Sandy Lake Property are contiguous.

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G2 and Goldeye Joint Venture Agreement

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On April 15, 2015 Goldeye Explorations Limited entered into an option agreement with GPM Metals. In July 2016, GPM assigned all its rights under the option agreement to Sandy Lake Gold Inc. In April, 2019 Sandy Lake Gold Inc. was renamed G2 Goldfields Inc.

The 2015 option agreement originally provided that G2 could earn up to a 70% interest in the Sandy Lake Property by achieving certain milestones. In November 2020, G2 notified Treasury Metals Inc. and its subsidiary Goldeye that it had fulfilled the requirements under the option agreement to earn a 50.1% legal and beneficial interest in the Sandy Lake Property. As such, Goldeye and G2 have signed a joint venture agreement with an effective date of November 9, 2020 that provides that G2 will forgo its rights to acquire the additional 19.9% further interest in the Sandy Lake Property under the 2015 option agreement. The value of each participant’s initial contribution in the 2020 joint venture for G2 is $5,000,000 and for Goldeye is $4,980,040. As such, G2 has a 50.1% and Goldeye has a 49.9% initial participating interest. Participants are obligated to contribute funds to approved programs and budgets in proportion to their respective participating interests from and after the effective date.

The participants in the joint venture can change the participating interest if:

Participant approved program and budget, but they decided not to contribute to expenditures which are a part of an approved program and budget or elected to contribute less than the percentage reflected by its then current participating interest.
In the event of default by a participant in making its agreed contribution to an approved program and budget.
Upon transfer by either participant of part or all of its participating interest.

If one of the participants elect not to contribute to an approved program and budget at all, or to limit its contributions toward expenditures, which are part of an approved program and budget, its participating interest will be adjusted, following the rules set out in the joint venture agreement.

If a participant elects or defaults in meeting cash calls, three or more times in any 24-month period, or upon the dilution of a participant’s participating interest to 10% or less, such participant’s participating interest shall convert to the following net smelter returns royalties: a 1.5% net smelter returns royalty on the mineral claims other than the lands that comprise Indian Reserve #88. In that part of the mineral claims where an underlying net smelter returns royalty has been granted to another Person as of the date of the option agreement and remains in existence as of the effective date of the joint venture agreement, and the participant whose participating interest is converted will be entitled to receive ongoing royalty payments equal to 1.5% of net smelter returns as calculated and paid in accordance with the royalty terms. On any part of the mineral claims that constitute lands comprising Indian Reserve #88, and where an underlying net smelter return royalty has been granted to another Person as of the date of the option agreement and remains in existence as of the effective date of the joint venture agreement and the participant whose participating interest is so converted shall be entitled thereafter to receive ongoing royalty payments equal to 1.0% of net smelter return as calculated and paid in accordance with the royalty terms.

Both companies are willing to maintain a supportive relationship with the Sandy Lake First Nation (SLFN) in order to advance the project. Through the joint venture agreement, G2 and Goldeye will continue to work collaboratively with SLFN and build on the existing relationship for the mutual benefit of all parties. SLFN will be an important source of personnel, infrastructure and services for the Sandy Lake Property during the early exploration phase, and as the project advances. More information about the community relations between G2 and SLFN is provided in Section 16.0 of the Sandy Lake Report.

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The participants in the joint venture have continuing liabilities upon adjustment of their participating interest. Any reduction or elimination of either participant’s participating interest does not relieve such participant of its proportionate share of any liabilities, including, without limitation, continuing obligations, environmental liabilities and environmental compliance, whether arising before or after the reduction or elimination, but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability.

G2 has been granted these exclusions by the Ministry of Northern Development and Mines after work on the claims could not be performed as planned, because work permits were not issued due to complications resulting from the consultation process required under the Mining Act.

Accessibility, Climate, Local Resources and Infrastructure

Sandy Lake is a remote, fly-in First Nation community located in the boreal forested area of Northwestern Ontario along the Severn River. It is 450 km northeast of Winnipeg, Manitoba and 600 km northwest of Thunder Bay, Ontario. The community of Sandy Lake can be reached by daily scheduled flights from Red Lake, and by winter ice road that passes through the settlements of Pikangikum, North Spirit Lake and Deer Lake during January, February and March. Sandy Lake has a subarctic climate with cold winters and moderate-temperature summers with average temperatures of about -20°C in January and 18°C in July. Exploration can be carried out during the whole year.

Sandy Lake has a population of 2,571, and the Kee-Way-Win First Nation has approximately 600 people. The SLFN community has a medical office, elementary and high school, airport. Lumber and some field supplies can be purchased from the local community. Exploration supplies and equipment can be shipped from Red Lake. Skilled workers and professionals can be hired from Red Lake, a mining town with a long history of successful exploration and mining. Local people can be involved in the exploration activities as field assistants and general labourers and provide other services.

Electricity at the Sandy Lake is diesel-generated, provided by Hydro One Remote Communities, an entity regulated by the Ontario Energy Board. Since 2019 the Wataynikaneyap (Wataya) Power Transmission project is underway. The new electrical transmission system will connect 17 northern First Nation communities to the electrical grid by overhead 115kV and 44kV transmission lines. All communities are scheduled to be connected by the end of 2023.

History

The Sandy Lake Greenstone Belt and the surrounding areas have been attracting exploration and mining companies since the early 1900’s.

Through the years the following gold occurrences were documented: Bernadett-Dubeau, Tully (1 and 2),Tully-Burton #1, Sandborn (#1 and #2), BRGML (1, 2, 3 and 4), Sandy A, B, C and E block, WaltherShephard showing, Fish Tail Point, D. H. Adams (#1 and #2), BRGML Island Prospect, C. K. Hansen showing, White (#1 and #2), Stain Bay BRGML, Dubeau Galena, Bernadette (Veins 3, 4, 5) and Bernadette and Knoll. The gold mineralization is found in iron formation chert, in white quartz-carbonate veins and in areas with more intense biotite alteration.

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Geological Setting

Regional Geology

The Sandy Lake Property is located in the North Caribou tectonic domain of the Archean-age Superior Craton (known as the Superior Province) that comprises the core of the North American continent.

The Superior Province amalgamated lithotectonic subprovinces that are separated by major faults and trend northeast to southwest. Subprovinces alternate between granite-greenstone regions and high-grade gneissic blocks, separated by metasedimentary-dominated domains. Currently the Superior Province is considered a mosaic of small continental fragments of Mesoarchean and Neoarchean age oceanic plates with a complex aggregation between 2.72 and 2.68 Ga.

The North Caribou Terrane (NCT) is the largest domain with Mesoarchean age of the Superior Province. The basement consists of ca. 3.0 Ga juvenile plutonic rocks and minor volcanic belts covered by early (2.98-2.85 Ga) rift-related and younger (2.85-2.71 Ga) arc sequences (metavolcanics and metasediments). It was affected and re-worked by continental arc magmatism from 2.75 Ga to 2.70 Ga. The terrane has wide transitional north and south margins. The main phase of plutonism was followed by localized strain and shear-zone-hosted gold mineralization, particularly in the Little Stull Lake area near the Ontario-Manitoba border.

The older rock sequences have been interpreted as the result of rifting of passive margins of an older cratonic nucleus, likely related to the intrusion of a mantle plume on the continental and are included within the NCT. The central part of the NCT consists of widespread tonalitic, dioritic, granodioritic, and granitic plutons that crystallized between 2.745 and 2.697 Ga at depths ranging from 18 to 10 km. Within the greenstone belts, thin packages of quartz arenite-carbonate-komatiite have been interpreted as platform type metasediments and plume-related rift deposits. The iron formation that hosted the Musselwhite lode-gold deposit may have formed during development of structures associated with 2.87 Ga pluton emplacement, or during ca. 2.7 Ga events.

The Uchi terrane hosts some of the largest mineral deposits of the western Superior region, including the Red Lake gold camp.

Property Geology

The Sandy Lake Greenstone Belt was part of a re-evaluation of the greenstone belts in northwestern Ontario, completed by a team of Precambrian geoscientists from OGS, lead by Phil Thurston. The study is completed as part of the update of the Geological Map of Ontario at 1:1,000,000 scale. The authors of the Sandy Lake Report divided the belt into four distinct metavolcanic-metasedimentary sequences – Sandborn Bay (south of the Central Sandy Lake Shear Zone), West Arm (or Western Sequence), North Shore (includes Northwest Arm Sequence) and Keewaywin Sequence. All tectono-stratigraphic sequences are separated by shear zones.

The Sandborn Bay Sequence forms the southern part of the greenstone belt and extends from the western shore of Sandborn Bay for 45 km to the east. A basal unit of greywacke and Mg-rich pelites is overlain by up to 450 m of quartzose sediments including conglomerates, with a strike length of 14 km. The quartzose wackes are overlain by a 6 m thick limestone bed. The assemblage of quartzose sediments and carbonates is interpreted to represent a platform environment. The sediments are overlain by about 800 m of pillowed komatiitic flows which extend the length of Sandborn Bay. Talc-antigorite schist is formed in zones of shearing in the komatiites. In central Sandy Lake, turbidites, correlated with the quartzose sediments further west, are overlain by 150 m to 200 m of felsic quartz and feldspar-phyric pumaceous tuff and lapilli tuff,

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which may correlate with similar units in the North Shore and Keewaywin sequences. Gabbro sills intruded along west-trending axial planar shear zones have cordierite hornfels aureoles where they intersect Mg-rich pelitic sediments, which overprint an amphibolite facies metamorphic mineral assemblage.

The West Arm Sequence (Western Sequence) extends from the Northwest Arm Shear Zone through the West Arm of the Lake to the western end of the greenstone belt. It consists of 3,000 m of tholeiitic and komatiitic pillowed flows and some tuff, which are overlain by metasediments. The sediments are comprised of poorly graded beds of quartzose wacke, which are intercalated with conglomerate beds with a grunerite magnetite matrix and clasts from magnetite iron formation and quartz arenite. A 30 m thick conglomerate unit forms the top of the sequence.

The North Shore Sequence (includes the Northwest Arm Sequence) extends from Northwest Arm of Sandy Lake to the east end. This sequence varies in exposed width from 3,000 to 5,000 m. The sequence is southyounging and consists of pillowed tholeiitic flows at the base (30 m to 100 m thick) and are commonly capped by thin chert or oxide-facies iron formation. The tholeiites are overlain by felsic tuff (100 to 1,500 m) consisting of more than 20 depositional units whose primary structures suggest an ash flow (ignimbrite) origin for the units. The ash-flow tuff is overlain by oxide-facies iron formation. An abrupt reduction in the thickness of the felsic tuff just east of Northwest Arm, combined with a decrease in grain size and the size of fragments, as well as a decrease in depositional units, suggests a transition from caldera fill in the Northwest Arm to outside caldera facies further east. There, the ash-flow is bounded above and below by oxide facies iron formation, suggesting that the tuff outside of the caldera was in part deposited subaqueously.

The Keewaywin Sequence at the eastern end of Sandy Lake is about 4,000 m thick and consists of basal oxide iron formation overlain by andesitic tuff, quartz arenites, and felsic and lapilli tuff at the top.

Structure and Alteration

The different sequences are separated by brittle to ductile shear zones, with the three main zones (Northwest Arm, West Arm, Central Sandy Lake) all showing a dextral offset and a south-side-up vertical component of the movement. The Central Sandy Lake Shear Zone is considered long-lived since it is associated with diorite sills which are restricted to the zone and caused the growth of contact-metamorphic cordierite in adjacent pelitic sediments which were sheared afterwards.

Folding in the Sandborn Bay Sequence is a result of multiple deformation events and is mainly shearrelated. Overall, the sequence does face predominantly to the north. A northerly-trending anticline is proposed for the Western Sequence near the west end of the belt. The North Shore Sequence faces uniformly to the south, with ubiquitous bedding-parallel shear zones suggesting a repetition or thickening of the stratigraphy, while there are no folds postulated in the western and central parts of the lake. North and easterly-trending synclines are described from the Keewaywin Sequence. Alteration associated with the Northwest Arm Shear Zone consists of silicification and alkali metasomatism (causing excess biotite in mafic flows west of Northwest Arm), as well as sulphide mineralization and iron carbonate in pyroclastic rocks. Carbonate alteration was also observed along shear zones at Fishtail Bay and near the east end of the lake.

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Age Relations

The lithologies (quartz arenites, iron formation, komatiites) and stratigraphy within the Sandborn Bay and Keewaywin sequences are compared to similar, 3.0 Ga (three billion-year) old platform sequences of other greenstone belts in the Sachigo subprovince. The North Shore Sequence is interpreted to be possibly of a younger age based on its normal mafic to felsic volcanic cyclicity.

Mineralization

Gold Mineralization in Quartz Carbonate Veins

The Sandy Lake area contains gold mineralization from different geological settings. These included quartz veins with varying amounts of sulphide minerals (pyrite, pyrrhotite, chalcopyrite, sphalerite, galena), and with or without tourmaline. The veins are usually narrow and sometimes have visible gold. Figure 1.6 shows gold-bearing quartz carbonate veins in a strongly altered mafic dyke in hole SD-19-06. The white quartz-carbonate veins contain various amounts of pyrite, chalcopyrite and pyrrhotite. The interval from 83.67 m to 90.0 m returned an average grade of 17.37 g/t Au. Sample number 279395 (87.00 m to 88.00 m) returned 39.67 g/t Au, and sample 279397 (89.00 m to 90.00 m) yielded 21.73 g/t Au.

Gold Mineralization in Quartz Property

Gold mineralization was also found in porphyry or rhyolite dykes, silicified zones in porphyry and calcitequartz veins. Usually, it is related to sulphide mineralization (pyrite, chalcopyrite), silicification, sericitization and carbonatization, visible as bleaching. The alteration minerals include sericite, quartz, chlorite, sulfides, epidote, zoisite, clinozoisite, leucoxene, clay minerals, calcite, and other carbonates.

Gold Mineralization in Banded Iron Formation

Gold mineralization is also found in banded iron formation (BIF) chert, shatter or crush zones, shear zones, rust zones in sedimentary rocks and in iron formation.

Hole SD-19-14 intersected BIF formed at the top of the sedimentary sequence which was then overlain by mafic volcanics. The drill logs show an alternation of BIF with volcanics. The high-grade gold mineralization is hosted within dark grey-greenish magnetic foliated rocks with pervasive sulphidation (pyrite, chalcopyrite and pyrrhotite). Sample number 320153 (69.64 m to 70.37 m) returned 450.40 g/t Au. The yellow lines on the core picture show the limits of the sample.

Basic Statistical Analyses

During the 2019 drilling program G2 successfully intersected different types of gold mineralization in the Northwest Arm prospect. Table 1.4 shows the basic statistical analyses for the gold mineralization intersected in the 2019 drill holes.

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Gold occurrences explored with the 2019 drilling program are clustered in the Northwest Arm Tully Burton (currently named the W1 to W4 zones). The 2019 drilling program intersected high grade gold mineralization, typical for the greenstone belts in the region. The exploration completed to date by G2 confirms that the project merits additional exploration, not only in the NW Arm area, but in areas with favourable geological setting such as the CanOxy zone and Fishtail Bay, identified by the geophysical surveys and historical mapping and sampling.

Deposit Type

The gold mineralization found to date can be categorized as an orogenic gold deposit type (also known as mesothermal gold deposit type). The so-called orogenic gold deposits are a sub-type of the epithermal clan of gold deposits. They are emplaced during compressional to transgressional regimes in deformed accretionary belts adjacent to continental magmatic arcs.

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

The results from prospecting, mapping and drilling programs for the last 80 years on the Sandy Lake Property and neighbouring areas, and the structural interpretations from multiple geophysical surveys, suggest that the Sandy Lake greenstone belt can hosts the following type gold deposits:

Greenstone-hosted quartz-carbonate veins deposits.
Iron formation hosted stratabound gold deposits.
Noranda-type, volcanogenic massive sulphide gold deposits.

Exploration

2015 VTEM/Magnetic Geophysical Survey and Interpretation

In 2015 Geotech Ltd. carried out a helicopter-borne geophysical survey over Block B and Block F areas of the Weebigee and Weebigee Extension Projects at Sandy Lake, Ontario.

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The principal sensors included a versatile time domain electromagnetic (VTEM[TM] Plus) system (VTEM) and horizontal magnetic gradiometer (Mag) with two caesium sensors with ancillary GPS navigation and radar altimeter. A total of 1,265 line-km of geophysical data was acquired which covered a total area of 235 km2. Survey grids were designed with 200 m separated lines, flown at nominal altitude 35 m. Results were presented as stacked profiles, and contour colour images at a scale of 1:20,000.

The VTEM survey identified several geophysical anomalies that correspond to moderate to highly conductive zones associated with ENE-WSW oriented severe magnetic gradients across the properties. Some 860 geophysical anomaly picks are tabulated by Geotech in their report. According to RDI sections and profiles, most anomalies represent shallow, thin, steep dipping conductors.

VTEM Interpretation by Blaine Webster, P.Geo., noted two significant targets on the Block F (NW Arm) survey: VTEM conductor T-13 (and coincident spectral IP anomaly) align with Tully (8.4 g/t Au) showing; and VTEM conductor T-15 which may extend the Knoll-RvG4 zone by 300 m. Another 17 VTEM conductors were analysed and discussed with recommendations including line-cutting, ground geophysical surveys (Mag, HLEM, and IP) and drilling.

Concurrently, Peter Diorio, P.Geo., of GeophysicsOne Inc. (GeophysicsOne), completed an image-based interpretation of Mag data and assessment of VTEM anomalies. Diorio notes that the quality of the VTEM survey was good and noise level acceptable for both Mag and VTEM, but the survey was flown 10 m above contract specifications with mean sensor altitude of 45.7 m. The largest altitude deviation was over the community of Sandy Lake where aviation regulations mandate that helicopters fly at higher altitudes.

GeophysicsOne merged, gridded, and processed Mag data and generated several digital image products showing Total Magnetic Intensity, 1st and 2nd Vertical Derivative, Tilt Derivative, and Horizontal Gradient representing a huge improvement over pre-existing public domain Mag data. Image-based interpretation of Mag data used digital magnetic image products to define linear trends and fabrics. Digitized lines and polygons in GIS software were used to interpret lithology, stratigraphy and structure from geophysical observations and compare it to geological map.

Electromagnetic (EM) amplitude images were produced for seven channels that correspond to specific times reported by Geotech. EM conductors picked by Geotech were also classified according to thin or thick responses by GeophysicsOne. A target list from GP-1 to GP-19 was developed and ranked in the GeophysicsOne report. Target areas are also presented on a compilation map.

Discrete geophysical features that have attractive characteristics and settings, or are linked to known gold showings, were highlighted by GeophysicsOne for follow-up and additional review by GPM’s exploration team.

Geophysical interpretation of VTEM and Mag resulted in more precise mapping of geological sequences interpreted by Thurston (1987) and better control for regional faults and structures.

2015 Prospecting and Mapping Program

In 2015 Weebigee joint venture partners (Goldeye and GPM) completed a summer of prospecting, mapping, and sampling targeting Sandborn Bay and North Shore areas. Jamieson (2016) compiled and summarized K. L. Reading’s prospecting report, Diorio’s 2015 VTEM interpretation, and historical documents and assays to complete an assessment report and maps.

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The Sandborn prospecting program consisted of locating, mapping, and sampling historical showings and characterizing the area’s potential to host base metal mineralization in the SW portion of the Sandy Lake greenstone belt.

At Sandborn Bay prospectors set up camp and soon located the SB zinc showing described as a single blastpit in a small outcrop. Black sphalerite was identified in rubble, but the geological setting was uncertain and complex, likely distorted by the nearby Granite Bay tonalite. Power stripping and detailed ground geophysics was recommended to map the extent of zinc mineralization at SB.

Prospecting near the GP-14 conductor axis 500 m north of SB, located moderate sodium depletion in three specimens collected by prospectors. This extended previously known altered intermediate to felsic pyroclastic volcanic rocks. Gridding, ground-EM and mapping is recommended to evaluate the GP-14 target.

About 500 m west of the SB Zinc showing, prospectors sampled N-S striking rusty felsic breccia zones. Samples returned anomalous manganese, and elevated potassium, barium, strontium and lanthanum, potentially attributed to distal hydrothermal alteration related to VMS processes, or perhaps localized alteration related to the intrusion of ultrapotassic dikes mapped in the area.

Prospecting of Grouse Peninsula, near target GP-10, resulted in hand-stripping a zone of sulphidic metasediments and ultramafic volcanic rocks. No significant metal content other than elevated Cu and Ni values were returned from prospecting samples.

Prospecting of the BF copper showing, followed by excavating a significant hand-dug trench across the peninsula exposed deeply-weathered gossan with rusty weathered regolith on top. Whole-rock analysis of prospecting samples indicates the BF copper zone might occur at the contact between ultramafic rocks and cherty interflow sediments (exhalite). The gossan is 3-6% sulphides and the locality returned historical assays of 1.0 g/t Au and 360 g/t Ag and 1.09% Cu and 0.1% Zn.

The BF copper showing is interpreted to occur at a possible time-break between mafic and ultramafic volcanism when exhalites formed. The BF copper showing is the only land exposure of a 7-km long formational conductor that extends beneath Sandy Lake. Gridding, mapping, detailed Mag and EM ground geophysical surveys of the conductor is recommended.

Prospectors also trenched a 28-m wide iron formation, which demonstrates the presence of thick iron formation sequences in the West Arm Assemblage. Conductors GP-15 and GP-16 may extend the iron formation 3 km southwest of the trench beneath Sandy Lake.

The North Shore program examined the north-central portion of the Sandy Lake greenstone belt targeting historical gold showings. Prospectors noted several sulphide-rich shoreline exposures, and investigated Fishtail Point and Zahavey Island. One grab sample returned 16.1 g/t Au from a quartz vein in a blasted trench on Zahavey Island.

In 2016, Sandy Lake First Nation (SLFN) Band Council restricted field work until a legal dispute between Claimholder (Goldeye) and Earn-In operator G2 (formerly GPM Metals) was resolved in 2018. Meanwhile G2 continued community visits and consultation until October 2017 when SLFN Chief and Council consented to limited field work consisting of line cutting and ground magnetics to define potential drill targets at the W 1-5 zones of the NW Arm. Aboriginal consultation is documented in a report by Murphy (2018).

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Ground Geophysical Surveys

In November, 2017 Ackewance Exploration Services completed 110 km of line cutting on two grids, the NW Arm and Oxy Can, which are located west and east respectively of the SLFN community. In January, 2018 ground magnetic surveys were completed on cut lines by Geosig. KIVI completed magnetic surveys on GPS-based grids over lake ice utilizing DogMAG[TM] .

West Arm Grid

Geosig completed 110-line km of ground magnetics on West Arm and Oxy-Can grids at 100-m line spacing. KIVI completed 383-line km of lake-ice magnetics extending the West Arm and Oxy Can grids onto Sandy Lake at nominal 50 m line centres. On the West Arm KIVI completed two overlapping grids to better map a magnetic fold known beneath the bay.

GeophysicsOne recommends completing IP over the nose of the folded magnetic unit under the NW Arm and other conceptual targets in the lake (GM-1, GM-3, GM-4 and GM-5) and completing HLEM over GM8, also in the lake. Also recommended was the completion of prospecting over the extension of Northwest Arm Shear Zone (NWASZ) onto shore west of GM-02 along with IP if appropriate. An HLEM survey was recommended over the Tully Burton showing and westward covering VTEM target GP7 and the GM-7 Mag target. Ground Mag and IP is also recommended where the Tully-Burton BIF terminates at its western end along 50-m-spaced cut lines perpendicular to the current grid.

CanOxy Grid

The Total Field Magnetics map for the CanOxy prospect created from 194.34 line-km of grid lines, at 100m centres on land, and 50-m centres on lake ice was created. Potential exploration target prospects are shown on the geological map, created from the interpretations of the mag survey. GeophysicsOne recommends follow-up on the small VTEM anomaly noted at the west end of the CanOxy A shear zone by inspecting the area for man-made cultural sources. If none are found complete ground Horizontal Loop EM. Detailed HLEM is also recommended over the extent of magnetite BIF at CanOxy. Elevated conductivity may provide drill targets.

GeophysicsOne also completed Discrete Magnetic Models of 37 sites surveyed on the NW Arm and CanOxy ground magnetic grids using Modelvision software.

Fishtail Bay Grid

KIVI returned to Sandy Lake in March, 2018 and completed DogMAG[TM] on the Fishtail Bay lake-ice magnetometer grid. KIVI was based in Keywaywin FN community and two local people assisted with field work. Field work was completed in 8 days. GeophysicsOne Quality Assurance/Quality Control (QA/QC) monitored daily survey data remotely, and later processed and reported on this work.

GeophysicsOne processed, gridded, interpreted and reported on the data. QA/QC analysis reports very good data with acceptable noise levels measured at 1.4 nT. Positional accuracy is sub-meter and readings taken averaged at 85 cm intervals along grid lines. Extreme magnetic anomalies over shallow iron formation exceeded 100,000 nT which occasionally exceeded the maximum operating range of the magnetometer instrument.

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2018 VTEM Survey

In 2018 the Ontario Geological Survey flew VTEM over the entire 120 km strike extent of the Sandy Lake Greenstone belt using similar parameters to GPM’s VTEM survey completed in 2015. Once OGS VTEM data was available to the public, Sandy Lake Gold contracted GeophysicsOne to review the data and provide interpretation for 90 km of the belt held by the company. GeophysicsOne identified 53 discrete areas of interest, most of which occurred in three areas where detailed ground magnetics follow-up had already been conducted.

Diorio identified two new high interest areas from review of the OGS VTEM data:

The first area of interest is the northern BIF is disrupted by several dextral faults that also affect the southern BIF in a similar fashion. There is a notable increase in conductivity associated with iron formation in close proximity to these faults, which may be related to a large zone of alteration. There is no evidence of mineralization or alteration known in this area.
The second area of interest (GP-22) is adjacent to disrupted iron formation in turn adjacent to small, weakly magnetic granitic intrusives and a narrow conductor located about 150 m N or WaltersShepard showing.

Drilling

G2’s 2019 drilling program was carried out from March 7 to September 15, 2019, after receiving all necessary permits from the MENDM and from the SLFN Council. The program entailed 22 holes totalling 4,677 m. Minotaur Drilling, of Tisdale, Saskatchewan was the drilling contractor for the 2019 program. Several Sandy Lake FN community members were hired for ice pad and drill pad construction, core shack construction and maintenance, drilling helper, and general camp duties.

The 22 holes are drilled from 10 drill pad locations in the NW Arm zone. The drill holes were spotted by a geologist, using a compass and a handheld GPS unit with ± 5 m accuracy. The core size is 47.5 mm (NQ size). Drill hole orientation for the inclined holes is 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 are every 30 to 50 m, except for the first hole SD-19-01.

The first 4 holes (SD-19-01 to SD-19-04) are drilled along the lakeshore. The casing was pulled out and the holes are cemented. For the rest of the holes (SD-19-05 to SD-19-22) after finishing the drill hole and moving the drill rig the casing was left in the ground and the holes were capped.

The magnetic susceptibility and conductivity are measured, using MPP Probe[®] magnetometer. The instrument measures the magnetic susceptibility (10-3 SI) and the relative and absolute EM conductivity. The data is used to find a correlation between mineralized intervals in the core and the EM/MAG survey. High EM values can influence the Reflex readings for dip and azimuth as well.

The Sandy Lake Property is an early exploration project, and the orientation of the mineralization is still unknown. For this reason, the length of the mineralization is reported as core length, not as true length.

Sample Preparation, Analyses and Security

The NQ drill core from the program was either picked up at the drill by G2 personnel or was delivered by Minotaur Drilling to the core facility. Core was prepared, logged and cut at the storage yard facilities core shed as designated by SLFN. It was constructed by G2 in August, 2018; located across the road from the

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Hydro One power plant near the community. Split core remains stored in racks in a 40 ft locked container at the storage yard.

Sampling Method and Approach

Logging of the core was completed by Francisco Solano, a Senior Geologist with G2. After measuring and logging of the core was complete, sample intervals were marked by the geologist, photographed and split along the core axis with a diamond bladed core saw. The split core is put in a plastic bag. The sample tag was included in the sample bag. The second part of the tag was left in the core box. Once the sawn core samples were bagged and sealed, they were placed into rice bags for shipment. G2 maintains a chain of custody monitoring during the preparation and transport of the samples to the delivery in the SGS Labs, Red Lake.

One half of the core is archived and the other was sent for gold fire assay at SGS Labs in Red Lake, Ontario. SGS is a certified commercial laboratory, independent from G2. All samples before shipping were stored in secured core logging facility.

Sample Preparation and Sample Analyses

Samples received at the laboratory are sorted and verified against the customer list to ensure that all were received and there were no discrepancies. The sorted samples were entered into the laboratory information system, placed in metal trays, dried and processed. Sample preparation involved crushing all split drill core to a nominal 75% passing 2 mm, followed by pulverization of a 250-g split to a nominal 85% passing 75 microns.

Gold analysis was completed in the SGS Red Lake lab with a 50 g fire assay and AAS finish following standard procedures. Samples returning >10g/t Au were re-assayed with a gravimetric finish.

Quality Assurance/Quality Control

Certified standards, and certified blanks sourced from OREAS Products and CDN Resource Laboratories Ltd. were inserted into the sample stream at the core facility roughly every 20 samples. Assay results from standard, blank, and field duplicates were assessed by plotting the assay results from the standards and blanks on graphs. The graphs and QA/QC monitoring spreadsheet (Excel files) are examined for issues.

G2 tracked possible contamination, using blank samples. The detection limit for the FA is 0.005 g/t (5 ppb), so the limit for the acceptable assay result for blank sample is 3*DL (0.015 g/t or 15 ppb). One sample is mislabelled, and 4 samples are above the acceptable limit.

In addition to insertion of CRMs in the sample stream. G2 assayed 243 field duplicates that are ¼ of the drill core, from the same sampling interval as the original sample (1/2 of the drill core).

The duplicates, and screen metallic assays confirmed the presence of coarse gold in all zones. Nuggety gold, including visible gold is typical for greenstone-hosted gold-bearing quartz-carbonate veins and for BIF-hosted gold mineralization. The exploration team has to continue to request screened metallics for all samples that returned more than 10 g/t.

The sampling programs is carried out very diligently, using established sampling practices for mineral exploration for gold and a certified commercial laboratory. The sample preparation, security, and analytical procedures for the samples from the 2019 drilling program at the Sandy Lake Property (NW Arm area) has

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followed common industry practices, recommended by CIM Mineral Exploration Best Practices Guidelines (Nov. 2020).

Data Verification

Micon has not carried out any independent exploration work, drilled any holes or carried out any program of sampling and assaying on the property.

The data verification conducted by Micon and KIVI involved the following:

Review of the G2 land tenure, including a direct download of the claim information from the MENDM MLAS system.
Review of the joint venture agreement, dated November 9, 2020 between G2 and Goldeye.
Review of internal and assessment reports about the project and the surrounding areas, maps and pictures, illustrating the exploration activities and the local geology. The assessment reports were downloaded directly from Geology Ontario online library for geological information, maintained by the MNDEM).
Review of the drill logs, geological descriptions, assay results (pdf files of the SGS assay certificates) and core photos from the 2019 drilling program.
Review of the QA/QC protocol and monitoring for the 2019 drilling program.
Discussions about the objectives of the next exploration program, additional exploration work and budget for the next 2 or 3 years.
Discussions about the geology and the exploration potential of the project with OM exploration team and consultants and contractors.

Mr. Kivi, P.Geo., visited the Sandy Lake Property from January 6-16, 2018 and from March 21-30, 2018. He conducted a ground magnetic survey in the NW Arm, West Arm, CanOxy and Fishtail areas. He reviewed the prospecting and trenching information, geophysical data collection and interpretations and, based on his experience and knowledge, commented on the quality of the geophysical data collection and interpretations.

Dr. Ilieva has not visited the Sandy Lake Property yet, due to the restrictions related to the COVID-19 pandemic in Ontario.

According to the authors of the Sandy Lake Report, the data provided by G2 is well organized and adequate for an early exploration project. The geological and geophysical information is collected, following the standard industry practices and the CIM Mineral Exploration Practices Guidelines (November, 2018). Micon recommends assaying not only for gold, but also for Au, As, Cu. Zn, Pb and W. ICP geochemical analyses (33 element package) can provide a lot of valuable information in identifying additional gold or base metal mineralization.

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Interpretations and Conclusions

The regional geological setting of the Sandy Lake Property is favourable for the following orogenic gold deposits:

greenstone-hosted quartz-carbonate vein gold deposits;
iron formation hosted gold deposits; and
Noranda-type VMS deposits.

The historical and G2 drilling programs intersected high grade gold mineralization in quartz -carbonate veins and in shear zones. The results from the 2019 drilling program prove the excellent exploration potential of the property.

The total project area is 57,088 ha and, except for the airborne and limited ground geophysical survey, the area outside of the Weebigee JV area is underexplored. The previous exploration was very limited and focused only on the high-grade gold-bearing quartz veins, mainly along the lake shore. Based on geophysical surveys 53 anomalies are identified in Northwest Arm area, West Arm area, CanOxy area and Fishtail Bay area. There is potential for discovery of zones of higher-grade gold mineralization and disseminated mineralization between the high-grade zones, and for additional mineralization along the contacts or in the hinges of the fold structures. This will require modern geophysical surveys, trenching and drilling.

According to the authors of the Sandy Lake Report, there is potential for the discovery of economic mineralization in the Sandy Lake Property in the hinge of the main fold structure in Northwest Arm, West Arm, CanOxy and Fishtail Bay areas along the shear zones, and along the strike of the iron formation. It should be noted that, despite the identified potential, which is based on historical data and the results from the 2019 drilling program on the property, the Sandy Lake Property is at an early stage of exploration and there is no guarantee that a significant mineral resource will be delineated.

Recommendations

It is anticipated that the Sandy Lake exploration program will start in the first or second quarter of 2021. Based on the positive results from the last drilling program G2 will target the lateral extensions of the known mineralized veins in the Northwest Arm prospect. In order to achieve the best results, and obtain reliable information that will support estimation of mineral resources in accordance with the reporting requirements of NI 43-101, Micon recommends the following:

A 10,000-m surface diamond drilling program should be designed and undertaken. The focus of the drilling program will depend on the geochemical results, received during the drilling.
The nugget effect for the high-grade gold deposits is very common. A QA/QC protocol using blanks and certified reference material (standards) should be implemented for the channel samples and drill hole samples from the beginning of the program. The performance of control samples (i.e., blanks and standards) should be monitored on a real time basis. If the performance is erratic, then the number of check analyses to be conducted at a different laboratory should be at least 25% of the total samples analysed. If the results on standard samples are acceptable, a 5% rate for check analyses is recommended.
Collect data for the density from the different lithologies and mineralization type.

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In addition to fire assaying, G2 should analyse for As, Cu, Zn, Fe and S. ICP analyses will provide very valuable information for the deposit type and for possible polymetallic mineralization.
Prepare a 3D geological model that will include the data from the airborne and ground geophysics and historical trenching and drilling.
New surface and underground surveys should be completed by an independent surveying contractor who has both surface and underground experience. The precise georeferencing of historical maps and sections with accuracy less than 0.5 m will facilitate the resource estimation and potential future mine development.
Carry out a prospecting, geological mapping and trenching program at the Fishtail area of interest.

G2 is planning compilation and processing of the existing data, diamond drilling and ground exploration work including mapping, prospecting and ground geophysical survey.

Description of the S2 Common Shares

The authorized capital of S2 consists of an unlimited number of common shares. Based on the number of G2 Common Shares issued and outstanding as of the date hereof, there will be approximately 25,026,350 S2 Common Shares outstanding following the Effective Time (assuming no stock options, G2 Common Share purchase warrants or restricted share units of G2 are exercised prior to the Effective Time and assuming the exercise of all of the S2 Rights issuable pursuant to the Arrangement). Up to an additional approximately 13,852,013 S2 Common Shares may be outstanding, post-Arrangement on the Effective Date, if all of the existing stock options, G2 Common Share purchase warrants and restricted share units of G2 are exercised before the Effective Time.

Dividend Policy

S2 has not paid dividends since its incorporation. S2 currently intends to retain all available funds, if any, for use in its business and does not anticipate paying any dividends for the foreseeable future.

Voting and Other Rights

Holders of S2 Common Shares are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the directors and to receive a pro rata share of the assets of S2 available for distribution to holders of S2 Common Shares in the event of liquidation, dissolution or winding up of S2. All rank pari passu , each with the other, as to all benefits which might accrue to the holders of common shares of S2.

Consolidated Capitalization

S2 has not completed a financial year. There have not been any material changes in the share and loan capital of S2 since the date of incorporation. See the balance sheet of S2 as at November 30, 2020 appended as Schedule “B” to this Circular.

Options and Other Rights to Purchase Shares

The S2 Board has adopted the S2 Option Plan, subject to approval by the G2 Shareholders. The purpose of the S2 Option Plan is to allow S2 to grant S2 Options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of S2. The granting of such S2

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Options is intended to align the interests of such persons with that of the S2 Shareholders. See “ Particular of Matters to be Acted Upon – S2 Option Plan ”.

The full text of the S2 Option Plan is attached as Schedule “J” to this Circular.

The S2 Board has adopted the S2 RSU Plan, subject to approval by the G2 Shareholders. The purpose of the S2 RSU Plan is to allow for certain discretionary awards as an incentive for selected eligible persons related to the achievement of long-term financial and strategic objectives of S2 and the resulting increases in shareholder value. The S2 RSU Plan is intended to promote a greater alignment of interests between the S2 Shareholders and the selected eligible persons by providing an opportunity to participate in increases in the value of S2. See “ Particular of Matters to be Acted Upon – S2 RSU Plan ”.

The full text of the S2 RSU Plan is attached as Schedule “K” to this Circular.

Prior Sales

S2 has not issued any shares except one incorporation S2 Common Share to Mr. Paul Murphy on November 30, 2020 for consideration of $1.00, which was subsequently transferred to G2 on January 25, 2021.

Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer

There are no S2 Common Shares currently held in escrow or that are subject to a contractual restriction on transfer. On completion of the Arrangement, no S2 Common Shares will be held in escrow by the Transfer Agent.

Resale Restrictions

See “ Securities Law Considerations ” in this Circular.

There is currently no market through which the S2 Common Shares may be sold and, unless the S2 Common Shares are listed on a stock exchange, S2 Shareholders may not be able to resell the S2 Common Shares.

Principal G2 Shareholders

To the knowledge of S2’s directors and executive officers, and based on existing information as of the date hereof, no person or company, upon completion of the Arrangement will, beneficially own, or control or direct, directly or indirectly, voting securities of S2 carrying 10% or more of the voting rights attached to any class of voting securities of S2, except Mr. Patrick Sheridan, who holds a total of 34,139,074 G2 Common Shares, representing approximately 27.8% of the outstanding G2 Common Shares. Accordingly, following completion of the Arrangement and assuming (i) no change in securityholdings of Mr. Sheridan in G2 and (ii) exercise of all of the S2 Rights issuable to Mr. Sheridan pursuant to the Arrangement under the Basic Subscription Privilege, Mr. Sheridan will hold a total of 6,827,814 S2 Common Shares, representing approximately 27.8% of the outstanding S2 Common Shares.

Directors and Officers

The following table sets forth certain information with respect to each proposed director and executive officer of S2.

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Name, Jurisdiction of Residence and Position(s)(1)	Principal Occupation(1)	Number of S2 Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly, Immediately Following the Completion of the Arrangement(3)	Percentage of S2 Common Shares Issued and Outstanding Immediately Following the Completion of the Arrangement(4)
J. Patrick Sheridan, Surrey, United Kingdom Director, Non- Executive Chairman of the Board	Executive Chairman of G2 (since November 2018) President & Chief Executive Officer of G2 (from November 2018 to February 2020) Executive Chairman of Guyana Goldfields Inc. (2013 to July 2018)	3,413,907	27.3%
Daniel Noone, Ontario, Canada Director, Chief Executive Officer	President & Chief Executive Officer of G2 (since February 2020) Vice-President, Exploration of Guyana Goldfields Inc. until October 2018 Interim President & CEO of G2 from October 2016 to November 2018)	678,730	5.4%
Stephen Stow, 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 present)	330,000	2.6%
Bruce Rosenberg, Ontario, Canada Director	Lawyer practicing in the Province of Ontario	33,543	0.3%

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Name, Jurisdiction of Residence and Position(s)(1)	Principal Occupation(1)	Number of S2 Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly, Immediately Following the Completion of the Arrangement(3)	Percentage of S2 Common Shares Issued and Outstanding Immediately Following the Completion of the Arrangement(4)
Kieran Prashad, Ontario, Canada Director	Vice-President Corporate Development of The Sheridan Platinum Group Ltd. President & Chief Executive Officer of Aurora Royalties Inc.	2,220	<0.1%
Paul Murphy, Ontario, Canada Chief Financial Officer	Chief Financial Officer of G2 (since March 2020) Chairman of Alamos Gold Inc. Chief Financial Officer and Executive Vice President of Guyana Goldfields Inc. (until 2019) Chief Financial Officer of Guyana Precious Metals (until 2018)	20,000	0.2%

Notes:

(1) The information as to residence and principal occupation, not being within the knowledge of G2 or S2, has been furnished by the respective directors and officers individually.

(2) Directors serve until the earlier of the next annual general meeting or their resignation.

(3) Does not include any S2 Common Shares that may be acquired under the Rights Offering. The information as to securities beneficially owned or over which a director or officer exercises control or direction, not being within the knowledge of G2 or S2, has been furnished by the respective directors and officers individually based on shareholdings in G2 as of the date of this Circular.

(4) Assuming approximately 12,513,175 S2 Common Shares are outstanding after completion of the Arrangement, which does not include any S2 Common Shares that may be acquired under the Rights Offering.

Upon the completion of the Arrangement, it is expected that the directors and executive officers of S2 as a group, will beneficially own, directly or indirectly, or exercise control or direction over an aggregate of approximately 4,478,400 S2 Common Shares, representing approximately 36.5% of the issued S2 Common Shares. Depending on how many S2 Rights are exercised by holders other than the Standby Purchasers, the directors and executive officers of S2 as a group could beneficially own, directly or indirectly, or exercise control or direction over up to 16,746,175 S2 Common Shares, representing approximately 68.3% of the issued S2 Common Shares after completion of the Rights Offering.

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The principal occupations of each of the proposed directors and executive officers of S2 within the past five years are disclosed in the brief biographies set forth below.

Patrick Sheridan, M.Sc. – Executive Chairman of the Board. Mr. Sheridan has over 25 years experience working in Guyana and has raised over 400 million dollars for exploration and development projects in Guyana. Mr. Sheridan is credited with the discovery, financing, and development of the Aurora Gold project. Mr. Sheridan was involved in the financing, development, and sale of Gold Eagle Mining, FNX Mining and others, during the previous mining cycle 2007 – 2011. He is a graduate of the London School of Economics.

Daniel Noone – Director and Chief Executive Officer. Mr. Noone has more than 30 years of international mineral exploration and development experience ranging from implementing grassroots programs through to feasibility studies. He is currently the Chairman of GPM Metals Inc. Previous roles include Executive Director and V.P. of Exploration at Guyana Goldfields, V.P. of Peruvian Operations for Aquiline Resources Inc. and the President and CEO of Absolut Resources Inc. Mr. Noone has managed projects in Guyana, Papua New Guinea, Indonesia, Peru, Ecuador and Argentina. Mr. Noone holds a degree in geology from Ballarat University and an MBA from Melbourne University. He is a Member of the Institute of Australian Geoscientists (AIG).

Stephen Stow – Director. Mr. Stow holds an MA in jurisprudence from Wadham College at Oxford University, of which he is a Foundation Fellow. Mr. Stow has been an adviser, investor, and executive engaged in various resource driven opportunities for over 30 years. Amongst private companies which Mr. Stow helped established Prior to 1995, he served as Director of Corporate Finance, Asia for the National Westminster Bank. In 1998, as well as his role in resource companies, he was the original Executive Director of what became a listed fibre optic company with a market cap in excess of US$50BN. He served as the President & CEO of Odin Mining & Exploration Ltd from 1994, until it became Lumina Gold Corp. in 2015 and remains a Director. Mr. Stow currently serves as an Independent Director of Amarillo Gold Corporation.

Bruce Rosenberg, LL.B – Director. Mr. Rosenberg has been practicing law in Ontario since 1980. He has extensive experience as a corporate lawyer and commercial litigator. Mr. Rosenberg has acted as legal counsel for several TSX listed junior mining companies and serves on the board of directors of three Canadian charitable foundations.

Kieran Prashad – Director. Mr. Prashad has over 10 years of experience in capital markets and the mining industry. He has been involved in the acquisition, development and sale of various stage resource projects around the world and currently serves as Vice President Corporate Development for the Sheridan Platinum Group Ltd.; Trustee for Sheridan Brothers Trust; and CEO of Aurora Royalties Inc. Mr. Prashad is a graduate of the Lassonde Mineral Engineering Program at the University of Toronto.

Paul Murphy – Chief Financial Officer . Mr. Murphy was a Partner and National Mining Leader of PricewaterhouseCoopers LLP from 2004 to April 2010 and Partner since 1981. He has worked primarily in the resource sector, with clients including major international oil and gas and mining companies. His professional experience includes financial reporting controls, operational effectiveness, International Financial Reporting Standards, and SEC reporting issues, financing, valuation, and taxation. Mr. Murphy is currently the Chairman of Alamos Gold and a Director of Generation Mining. He was previously CFO and Executive VP, Guyana Goldfields from 2010 to 2019, CFO of Guyana Precious Metals from 2012 to 2018. Mr. Murphy obtained a Bachelor of Commerce degree from Queen’s University and completed his Chartered Accountant designation in 1975.

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Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions or Individual Bankruptcies

To the knowledge of S2, no director or executive officer:

(a) is, as at the date of this Circular, or has been, within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including S2) that:
(i) was the subject, while the director was acting in that capacity as a director, chief executive officer or chief financial officer of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while the director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or
(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including S2) 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 bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become 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 director or officer.

To the knowledge of S2, no director or executive officer has ben 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 penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable G2 Shareholder in deciding whether to vote for a proposed director.

Indebtedness of Directors, Executive Officers and Senior Officers

There is and has been no indebtedness of any director, executive officer or senior officer or associate of any of them, to or guaranteed or supported by S2 during the period from incorporation.

Statement of Executive Compensation

Compensation Discussion and Analysis

S2 was incorporated on November 30, 2020 and, accordingly, has not yet completed a financial year and has not yet developed a compensation program. S2 anticipates that it will adopt a compensation program

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that reflects its stage of development, the main elements of which are expected to be comprised of base salary, option-based awards and annual cash incentives, which elements are similar to those paid by G2 and described in the management information circular of G2 dated October 20, 2020 incorporated by reference herein. Please see “ G2 Goldfields Inc. – Historical Compensation Information for Directors and Named Executive Officers of G2 ” in this Circular.

Summary Compensation

S2 was incorporated on November 30, 2020 and has not yet completed a financial year. No compensation has been paid to date. In addition, it has no compensatory plan or other arrangements in respect of compensation received or that may be received by its Chief Executive Officer or its Chief Financial Officer in its current financial year.

Following the completion of the Arrangement, S2 will establish a Compensation Committee, which will administer the compensation mechanisms to be implemented by the S2 Board. The individuals that will be appointed to the Compensation Committee, once formed, will each have direct experience that is relevant to their responsibilities in determining executive compensation for S2.

On an annual basis, the Compensation Committee will review the compensation of the Named Executive Officers to ensure that each is being compensated in accordance with the objectives of S2’s compensation program, which will be to:

provide competitive compensation that attracts and retains talented employees;
align compensation with shareholder interests;
pay for performance;
support the S2’s vision, mission and values; and
be flexible to recognize the needs of S2 in different business environments.

S2 does not currently have any compensation policies or mechanisms in place. The compensation policies are anticipated to be comprised of three components; namely, base salary, equity compensation in the form of stock options, restricted share units and discretionary performance-based. In addition, Named Executive Officers will be entitled to participate in a benefits program to be implemented by S2. A Named Executive Officer’s base salary will be intended to remunerate the Named Executive Officer for discharging job responsibilities and will reflect the executive’s performance over time. Base salaries are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits. The stock option and restricted share unit components of a Named Executive Officer’s compensation, which include a vesting element to ensure retention, will aim to meet the objectives of the compensation program to be implemented, by both motivating the executive towards increasing share value and enabling the executive to share in the future success of S2. Discretionary performance-based bonuses will be considered from time to time to reward those who have achieved exceptional performance and meet the objectives of S2’s compensation program by rewarding pay for performance. Other benefits will not form a significant part of the remuneration package of any of the Named Executive Officers of S2.

The S2 Board has adopted the S2 Option Plan, which plan is also subject to approval by the G2 Shareholders. The S2 Option Plan, once implemented, will allow for the granting of S2 Options to its officers, employees, directors and consultants. The purpose of granting such S2 Options would be to assist S2 in compensating, attracting, retaining and motivating the directors of S2 and to closely align the personal interests of such persons to that of the S2 Shareholders.

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The S2 Board has adopted the S2 RSU Plan, which plan is also subject to approval by the G2 Shareholders. The S2 RSU Plan, once implemented, will allow for the granting of S2 RSUs to directors, officers, employees and consultants of S2. The purpose of granting such S2 RSUs would be to promote a greater alignment of interests between the S2 Shareholders and the selected eligible persons by providing an opportunity to participate in increases in the value of S2.

Option-Based Awards

The purpose of the S2 Option Plan is to allow S2 to grant S2 Options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of S2. The granting of such S2 Options is intended to align the interests of such persons with that of the S2 Shareholders. The S2 Option Plan, once implemented, will be used to provide S2 Options which will be awarded based on the recommendations of the directors of S2, taking into account the level of responsibility of such person, as well as his or her past impact on or contribution to, and/or his or her ability in future to have an impact on or to contribute to the longer-term operating performance of S2. In determining the number of S2 Options to be granted, the S2 Board will take into account the number of S2 Options, if any, previously granted, and the exercise price of any outstanding S2 Options to ensure that such grants are in accordance with the policies of the CSE and to closely align the interests of such person with the interests of S2 Shareholders. The S2 Board will determine the vesting provisions of all S2 Option grants.

Outstanding Option-Based Awards

No S2 Options are outstanding as of the date of this Circular, and no S2 Options are expected to be outstanding as of the Effective Time of the Arrangement.

Aggregate Options Exercised and Option Values

No stock options have been granted by S2 or exercised since the date of its incorporation on November 30, 2020.

Incentive Plan Awards

The purpose of the S2 RSU Plan is to allow for certain discretionary awards as an incentive for selected eligible persons related to the achievement of long-term financial and strategic objectives of S2 and the resulting increases in shareholder value. The S2 RSU Plan is intended to promote a greater alignment of interests between the S2 Shareholders and the selected eligible persons by providing an opportunity to participate in increases in the value of S2. The S2 RSU Plan, once implemented, will be used to provide S2 RSUs which will be awarded based on the recommendations of the directors of S2, taking into account the level of responsibility of such person, as well as his or her past impact on or contribution to, and/or his or her ability in future to have an impact on or to contribute to the longer-term operating performance of S2. In determining the number of S2 RSUs to be granted, the S2 Board will take into account the number of S2 RSUs, if any, previously granted, and the exercise price of any outstanding S2 RSUs to ensure that such grants are in accordance with the policies of the CSE and to closely align the interests of such person with the interests of S2 Shareholders. The S2 Board will determine the vesting provisions of all S2 RSU grants.

Outstanding Incentive Plan Awards

No S2 RSUs are outstanding as of the date of this Circular, and no S2 RSUs are expected to be outstanding as of the Effective Time of the Arrangement.

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Aggregate RSUs Vested and RSU Values

No restricted share units have been granted by S2 or vested since the date of its incorporation on November 30, 2020.

Pension Plan Benefits

S2 does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination of Employment, Change in Responsibilities and Employment Contracts

S2 has no employment contracts with any of its Named Executive Officers. Further, it has no contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of S2 or its subsidiaries, if any, or a change in responsibilities of a Named Executive Officer following a change of control. S2 will consider entering into contracts with its Named Executive Officers following completion of the Arrangement.

Director Compensation

S2 currently has no arrangements, standard or otherwise, pursuant to which directors are compensated by S2 for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert since its incorporation on November 30, 2020 and up to and including the date of this Circular.

The S2 Option Plan, once implemented, will allow for the granting of incentive stock options to its officers, employees and directors. The purpose of granting such options would be to assist S2 in compensating, attracting, retaining and motivating the directors of S2 and to closely align the personal interests of such persons to that of the S2 Shareholders. The S2 RSU Plan, once implemented, will allow for the granting of restricted share units to directors, officers, employees and consultants of S2. The purpose of granting such restricted share units would be to promote a greater alignment of interests between the S2 Shareholders and the selected eligible persons by providing an opportunity to participate in increases in the value of S2.

Audit Committee and Corporate Governance

Audit Committee

S2 will appoint an Audit Committee following the completion of the Arrangement. Each member of the Audit Committee to be appointed will have adequate education and experience that is relevant to their performance as an audit committee member and, in particular, the requisite education and experience that have provided the member with the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by S2’s financial statements.

It is intended that the Audit Committee will establish a practice of approving audit and non-audit services provided by the external auditor. The Audit Committee intends to delegate to its Chair the authority, to be exercised between regularly scheduled meetings of the Audit Committee, to pre-approve audit and nonaudit services provided by the independent auditor. All such preapprovals would be reported by the Chair at the meeting of the Audit Committee next following the pre-approval.

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The charter to be adopted by the Audit Committee is expected to be substantially similar to that of G2’s Audit Committee charter, which is appended to the management information circular of G2 dated October 20, 2020 as Schedule “A”.

To date, S2 has paid no fees to its external auditor.

Corporate Governance

Please refer to Schedule “I” for the required disclosure under National Instrument 58-101 – Disclosure of Corporate Governance Practices for S2.

Risk Factors

In addition to the other information contained in this Circular, the following factors should be considered carefully when considering risk related to S2’s proposed business.

Nature of the Securities and No Assurance of any Listing

S2 Common Shares are not currently listed on any stock exchange and there is no assurance that the shares will be listed. Even if a listing is obtained, the holding of S2 Common Shares will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. S2 Common Shares should not be held by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of S2 should not constitute a major portion of an investor’s portfolio.

Possible Non-Completion of Arrangement

There is no assurance that the Arrangement will receive regulatory, court or shareholder approval or will complete. If the Arrangement does not complete, S2 will remain a private company and wholly-owned subsidiary of G2. If the Arrangement is completed, S2 Shareholders (which will consist of G2 Shareholders who receive S2 Common Shares) will be subject to the risk factors described below relating to resource properties.

Limited Operating History

S2 was incorporated on November 30, 2020 and has a limited operating history and no operating revenues.

Dependence on Management

S2 will be very dependent upon the personal efforts and commitment of its directors and officers, especially Patrick Sheridan, S2’s director and non-executive chairman of the S2 Board, and Daniel Noone, S2’s chief executive officer. If one or more of S2’s proposed executive officers become unavailable for any reason, a severe disruption to the business and operations of S2 could result, and S2 may not be able to replace them readily, if at all. As S2’s business activity grows, S2 will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that S2 will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If S2 is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on S2’s future cash flows, earnings, results of operations and financial condition.

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S2’s operations are subject to human error

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage S2’s interests, and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to S2. These could include loss or forfeiture of mineral claims or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort S2 might undertake and legal claims for errors or mistakes by S2 personnel.

Financing Risks

If the Arrangement is completed, additional funding will be required to conduct future exploration programs on the Sandy Lake Property and to conduct other exploration programs, in addition to the Rights Offering. If S2’s proposed exploration programs are successful, additional funds will be required for the development of an economic mineral body and to place it in commercial production. The only sources of future funds presently available to S2 are the sale of equity capital, or the offering by S2 of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be available for operations. Failure to obtain additional financing on a timely basis could cause S2 to reduce or terminate its proposed operations.

Conflicts of Interest

Certain directors and officers of S2 are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of S2, including possibly G2. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of S2. Directors and officers of S2 with conflicts of interest will be subject to the procedures set out in applicable corporate and securities legislation, regulation, rules and policies.

No History of Earnings

S2 has no history of earnings or of a return on investment, and there is no assurance that the Sandy Lake Property or any other property or business that S2 may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. S2 has no plans to pay dividends for some time in the future. The future dividend policy of S2 will be determined by the S2 Board.

Exploration and Development

Resource exploration and development is a speculative business and involves a high degree of risk. There is no known body of commercial ore on the Sandy Lake Property. There is no certainty that the expenditures to be made by S2 in the exploration of the Sandy Lake Property or otherwise will result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by S2 will be affected by numerous factors beyond the control of S2. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in S2 not receiving an adequate return on invested capital.

Environmental Risks and Other Regulatory Requirements

The current or future operations of S2, including future exploration and development activities and

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commencement of production on its property or properties, will require permits or licences from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which S2 may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which S2 might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions 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 may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities, or more stringent implementation thereof, could have a material adverse impact on S2 and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Dilution

Issuances of additional securities including, but not limited to, S2 Common Shares or some form of convertible securities, will result in a substantial dilution of the equity interests of any persons who may become S2 Shareholders as a result of or subsequent to the Arrangement.

Market for securities

There is currently no market through which the S2 Common Shares may be sold and G2 Shareholders may not be able to resell the S2 Common Shares acquired under the Plan of Arrangement. There can be no assurance that an active trading market will develop for the S2 Common Shares following the completion of the Plan of Arrangement, or if developed, that such a market will be sustained at the trading price of the S2 Common Shares on the CSE.

Nature of Mineral Exploration and Development

All of S2’s operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production of mineral deposits. The exploration for mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by S2 or any future development programs will result in a profitable commercial mining operation. There is no assurance that the S2’s mineral exploration activities will result in any discoveries of commercial quantities of ore. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to

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infrastructure, metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. The long-term profitability of S2 will be in part directly related to the cost and success of its exploration programs and any subsequent development programs.

No Operating History

Exploration projects have no operating history upon which to base estimates of future cash flows. Substantial expenditures are required to develop mineral projects. It is possible that actual costs and future economic returns may differ materially from S2’s estimates. There can be no assurance that the underlying assumed levels of expenses for any project will prove to be accurate. Further, it is not unusual in the mining industry for new mining operations to experience unexpected problems during start-up, resulting in delays and requiring more capital than anticipated. There can be no assurance that S2’s projects will move beyond the exploration stage and be put into production, achieve commercial production or that S2 will produce revenue, operate profitably or provide a return on investment in the future. Mineral exploration involves considerable financial and technical risk. There can be no assurance that the funds required for exploration and future development can be obtained on a timely basis. There can be no assurance that S2 will not suffer significant losses in the near future or that S2 will ever be profitable.

Commodity Prices

The price of the S2 Common Shares and S2’s financial results may be significantly adversely affected by a decline in the price of gold and other mineral commodities. Metal prices fluctuate widely and are affected by numerous factors beyond S2’s control. The level of interest rates, the rate of inflation, world supply of mineral commodities, global and regional consumption patterns, speculative trading activities, the value of the United States dollar and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems, political systems and political and economic developments. The price of mineral commodities has fluctuated widely in recent years and future serious price declines could cause potential commercial production to be uneconomic. A severe decline in the price of minerals would have a material adverse effect on S2.

Acquisition Strategy

As part of S2’s business strategy, it has sought and will continue to seek new exploration, development and mining opportunities in the resource industry. In pursuit of such opportunities, S2 may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into S2. S2 cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit S2.

Dividend Policy

No dividends on S2 Common Shares have been paid by S2 to date. S2 anticipates that it will retain all earnings and other cash resources for the foreseeable future for the operation and development of its business. S2 does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the S2 Board after taking into account many factors, including S2’s operating results, financial condition and current and anticipated cash needs.

Permitting

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S2’s mineral property interests are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of existing permits, additional permits for any possible future developments or changes to operations or additional permits associated with new legislation. Prior to any development of any of their properties, S2 must receive permits from appropriate governmental authorities. There can be no assurance that S2 will continue to hold all permits necessary to develop or continue its activities at any particular property. 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 activities to cease or be curtailed, and may include corrective measures requiring capital expenditures or remedial actions. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on S2, resulting in increased capital expenditures and other costs or abandonment or delays in development of properties.

Land Title

The acquisition of title to resource properties is a very detailed and time-consuming process. No assurances can be given that there are no title defects affecting the properties in which S2 has an interest. The properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. Other parties may dispute the title to a property or the property may be subject to prior unregistered agreements and transfers or land claims by Indigenous people. The title may also be affected by undetected encumbrances or defects or governmental actions. S2 has not conducted surveys of properties in which it holds an interest and the precise area and location of claims or the properties may be challenged. S2 may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict S2’s ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by S2 invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the effect of which may cause financial results yielded to differ materially from those anticipated. Although S2 believes it has taken reasonable measures to ensure proper title to the properties in which it has an interest, there is no guarantee that such title will not be challenged or impaired.

Influence of Third Party Stakeholders

The mineral properties in which S2 holds an interest, or the exploration equipment and road or other means of access which S2 intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, S2’s work programs may be delayed even if such claims are not meritorious. Such claims may result in significant financial loss and loss of opportunity for S2.

Insurance

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, ground or slope failures, fires, environmental occurrences and natural phenomena such as prolonged periods of inclement weather conditions, floods and earthquakes. It is not always possible to obtain insurance against all such risks and S2 may decide not to insure against certain risks because of high premiums or other reasons. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage to S2’s properties or the properties of others, delays in exploration, development or mining operations, monetary losses and possible legal liability. S2 expects to maintain insurance within ranges of coverage which it believes to be consistent with industry practice for companies of a similar stage of development. S2 expects to carry liability insurance with respect to its mineral exploration operations, but is not expected to cover any form of political risk insurance or certain forms of

98 | P a g e

environmental liability insurance, since insurance against political risks and environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of S2. If S2 is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. The lack of, or insufficiency of, insurance coverage could adversely affect S2’s future cash flow and overall profitability.

Significant Competition for Attractive Mineral Properties

Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. S2 expects to selectively seek strategic acquisitions in the future, however, there can be no assurance that suitable acquisition opportunities will be identified. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than S2, S2 may be unable to acquire additional attractive mineral properties on terms it considers acceptable. In addition, S2’s ability to consummate and to integrate effectively any future acquisitions on terms that are favourable to S2 may be limited by the number of attractive acquisition targets, internal demands on resources, competition from other mining companies and, to the extent necessary, S2’s ability to obtain financing on satisfactory terms, if at all.

Promoter

G2 took the initiative in S2’s organization and, accordingly, may be considered to be the promoter of S2 within the meaning of applicable Securities Legislation. G2 will not, at the closing of the Arrangement, beneficially own, or control or direct, any S2 Common Shares. During the period from incorporation to and including the closing of the Arrangement, the only material thing of value which G2 has or will receive from S2 is the S2 Common Shares to be issued to G2 in consideration for the transfer to S2 by G2 of the Sandy Lake Property, which S2 Common Shares will be distributed to the G2 Shareholders pursuant to the Arrangement.

Legal Proceedings

S2 is not a party to any material legal proceedings and S2 is not aware of any such proceedings known to be contemplated.

Interests of Management and Others in Material Transactions

No director, executive officer or greater than 10% shareholder of S2 and no associate or affiliate of the foregoing persons has or had any material interest, direct or indirect, in any transaction since incorporation or in any proposed transaction which in either such case has materially affected or will materially affect S2 save as described herein.

Auditors

The auditors of S2 are MNP LLP.

Registrar and Transfer Agent

The registrar and transfer agent for the S2 Common Shares is TSX Trust Company at its principal offices at Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

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Material Contracts

The only agreements or contracts that S2 has entered into since its incorporation or will enter into as part of the Arrangement which may be reasonably regarded as being material is the Arrangement Agreement dated February 2, 2021 between S2 and G2 and the Standby Purchase Agreement. See “ Arrangement Agreement ”.

A copy of the Arrangement Agreement and the Standby Purchase Agreement is available under G2’s profile on the SEDAR website at www.sedar.com.

Interests of Experts

MNP LLP, Chartered Professional Accountants, is the auditor of S2 and is independent of S2 within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Tania Ilieva, Ph.D., P.Geo and Kevin Kivi, P.Geo. of Micon International Limited prepared the Sandy Lake Report. As of the date of this Circular, neither Tania Ilieva and Kevin Kivi nor Micon International Limited own any of the issued and outstanding S2 Common Shares.

OTHER MATTERS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the G2 Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information relating to G2 is on SEDAR at www.sedar.com. G2 Shareholders may contact G2 at Suite 1101, 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 to request copies of G2’s financial statements and management’s discussion and analysis.

Financial information is provided in G2’s comparative audited consolidated financial statements and management’s discussion and analysis for its most recently completed financial year ended May 31, 2020, and its interim financial statements for the three and six month periods ended November 30, 2020, which are filed on SEDAR.

DIRECTOR’S APPROVAL

The contents of this Circular and the sending thereof to the G2 Shareholders have been approved by the G2 Board.

DATED at Toronto, Ontario, this 25[th] day of February, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Daniel Noone ” President and Chief Executive Officer

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SCHEDULE “A”

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE G2 SHAREHOLDERS THAT:

The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) involving G2 Goldfields Inc., a corporation existing under the laws of Canada (“ G2 ”), its shareholders and S2 Minerals Inc., a corporation existing under the laws of the Province of Ontario (“ S2 ”), all as more particularly described and set forth in the management information circular (the “ Circular ”) of G2 dated February 25, 2021 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the “ Plan of Arrangement ”) implementing the Arrangement, the full text of which is appended to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The arrangement agreement (the “ Arrangement Agreement ”) between G2 and S2 dated February 2, 2021 and all the transactions contemplated therein, the actions of the directors of G2 in approving the Arrangement and the actions of the directors and officers of G2 in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of G2 or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of G2 are hereby authorized and empowered, without further notice to, or approval of, the shareholders of G2:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any director or officer of G2 is hereby authorized and directed, for and on behalf of G2 to execute Articles of Arrangement to give effect to the Plan of Arrangement and to deliver such other documents as are necessary or desirable under the CBCA in accordance with the Articles of Arrangement.
Any director or officer of G2 is hereby authorized and directed, for and on behalf and in the name of G2, to execute and deliver, whether under the corporate seal of G2 or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement, the Articles of Arrangement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of G2, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by G2,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-1

SCHEDULE “B”

S2 MINERALS INC. FINANCIAL STATEMENTS

S2 Minerals Inc.

AUDITED FINANCIAL STATEMENTS AS AT THE DATE OF INCORPORATION NOVEMBER 30, 2020

(Expressed in Canadian Dollars)

B-1

Independent Auditor's Report

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To the Shareholders of S2 Minerals Inc.:

Opinion

We have audited the financial statements of S2 Minerals Inc. (the "Company"), which comprise the statement of financial position as at November 30, 2020, and the statements of changes in equity and cash flows for the one day ended November 30, 2020 (date of incorporation), and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2020, and its cash flows for the one day ended November 30, 2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

B-2

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Toronto, Ontario February 25, 2021

Chartered Professional Accountants Licensed Public Accountants

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B-3

S2 MINERALS INC. STATEMENT OF FINANCIAL POSITION As at November 30, 2020, Date of Incorporation (expressed in Canadian dollars)

	As at
	November	30,
	2020
ASSETS
Current Assets
Cash		1
Total assets	$	1
SHAREHOLDERS’ EQUITY AND LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		-
Total liabilities	$	-
Equity
Share capital – unlimited shares authorized, 1 issued and outstanding (note 4)		1
Deficit		-
Total shareholders' equity and liabilities	$	1

The accompanying notes to the financial statements are an integral part of these statements.

“Paul Murphy” (signed) Board of Director

B-4

S2 MINERALS INC. STATEMENT OF CHANGES IN EQUITY For the one day ended November 30, 2020 (date of incorporation) (expressed in Canadian dollars)

Share Capital Deficit	Share Capital Deficit	Share Capital Deficit	Total
Incorporation share issued (note 4) Net loss for the period Balance, November 30, 2020	$ 1 - $ 1	$- - $-	$ 1 - $ 1

The accompanying notes are an integral part of the financial statements.

B-5

S2 MINERALS INC. STATEMENT OF CASH FLOWS For the one day ended November 30, 2020 (date of incorporation) (expressed in Canadian dollars)

	Provided from
	Incorporation
	November 30,
	2020
Financing activities
Incorporation shares issued (note 4)	1
Net cash provided by financing activities	$ 1
Net change in cash,	1
Cash, beginning of period	-
Cash, end of period	$ 1

The accompanying notes are an integral part of the financial statements.

B-6

S2 MINERALS INC. NOTES TO THE FINANCIAL STATEMENTS As at November 30, 2020, Date of Incorporation (expressed in Canadian dollars)

1. Nature of operations

S2 Minerals Inc. ("S2" or the "Company") was incorporated on November 30, 2020 under the laws of the Province of Ontario, Canada, and its head office is located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5.

The COVID-19 outbreak has been declared a pandemic by the World Health Organization. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy, capital markets and the Company’s financial position cannot be reasonably estimated at this time. Currently all communication with the First Nations community is remote and strict quarantine protocols make physical work at the site impossible. The Company is monitoring developments and will adapt its business plans accordingly. The actual and threatened spread of COVID-19 globally could adversely impact the Company’s ability to carry out its plans and raise capital. The Company continues to operate under these conditions.

2. Significant accounting policies

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

The policies applied in these financial statements are based on IFRSs issued and outstanding as of February 24, 2021, the date the Board of Directors approved the statements.

Basis of presentation

These financial statements have been prepared on a historical cost basis, with the exception of certain financial instruments, which are measured at fair value.

The Company's functional and presentation currency is Canadian dollars.

These financial statements do not include the statement of income and comprehensive income as there were no activities during the period from November 30, 2020 (date of incorporation) to November 30, 2020.

Cash

Cash consist of cash on hand.

Exploration and evaluation assets

Exploration and evaluation assets relate to rights acquired and exploration and evaluation expenditures incurred in respect to resource projects that are in the exploration and evaluation stage.

Exploration and evaluation expenditures include costs which are directly attributable to acquisition, surveying, geological, geochemical, geophysical, exploratory drilling, land maintenance, sampling, and assessing technical feasibility and commercial viability. These expenditures are capitalized until the technical feasibility and commercial viability of extracting the mineral resource of a project are demonstrable. During the exploration period, exploration and evaluation assets are not amortized.

Exploration and evaluation assets are allocated to cash generating units (“CGUs”) for the purpose of assessing such assets for impairment and each project is identified as a separate CGU. At the end of each reporting period, each project is reviewed for impairment indicators in accordance with IFRS 6. If such indicators exist, the project is tested for impairment and the recoverable amount of the project is estimated. If the recoverable

B-7

S2 MINERALS INC. NOTES TO THE FINANCIAL STATEMENTS As at November 30, 2020, Date of Incorporation (expressed in Canadian dollars)

amount of the project is estimated to be less than its carrying amount, the carrying amount of the project is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

Once the technical feasibility and commercial viability of extracting a mineral resource of a project are demonstrable, the relevant exploration and evaluation asset is assessed for impairment, and any impairment loss recognized, prior to the balance being reclassified as a mine development asset in property, plant and equipment.

The determination of the demonstration of technical feasibility and commercial viability is subject to a significant degree of judgment and assessment of all relevant factors. In general, technical feasibility may be demonstrable once a positive feasibility study is completed. When determining the commercial viability of a project, in addition to the receipt of a feasibility study, the Company also considers factors such as the availability of project financing, the existence of markets and/or long term contracts for the product, and the ability of obtaining the relevant operating permits.

All subsequent expenditures to ready the property for production are capitalized within mine development assets, other than those costs related to the construction of property, plant and equipment.

Once production has commenced, all costs included in mine development assets are reclassified to mining properties.

Exploration and evaluation expenditures incurred prior to the Company obtaining mineral rights related to the property being explored are recorded as expense in the period in which they are incurred.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities are classified as financial liabilities at amortized cost and are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

Financial instruments

Recognition

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value, and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset.

Classification and measurement

The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories:

i. those to be measured subsequently at fair value, either through profit or loss (“FVTPL”) or through other comprehensive income (“FVTOCI”); and
ii. those to be measured subsequently at amortized cost.

B-8

S2 MINERALS INC. NOTES TO THE FINANCIAL STATEMENTS As at November 30, 2020, Date of Incorporation (expressed in Canadian dollars)

The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

After initial recognition at fair value, financial liabilities are classified and measured at either:
i. amortized cost;
ii. FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or,
iii. FVTOCI, when the change in fair value is attributable to changes in the Company’s credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at amortized cost are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at fair value through profit or loss are expensed in profit or loss.

The Company’s financial asset consists of cash, which is classified and measured at FVTPL, with realized and unrealized gains or losses related to changes in fair value reported in net loss.

The Company’s financial liabilities consist of accounts payable and accrued liabilities, which are classified and measured at amortized cost using the effective interest method. Interest expense is reported in net loss.

Impairment

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information.

Financial instrument risk

The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant credit, liquidity, or market risks arising from these financial instruments.

3. Capital management

The Company manages its capital with the following objectives:

i. To ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future opportunities, and pursuit of acquisitions of exploration and evaluation assets; and
ii. To maximize shareholder return through enhancing the share value.

B-9

S2 MINERALS INC. NOTES TO THE FINANCIAL STATEMENTS As at November 30, 2020, Date of Incorporation (expressed in Canadian dollars)

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share capital and deficit, which at November 30, 2020 totaled $1.

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is regularly updated based on activities related to its exploration and evaluation assets. Selected information is frequently provided to the Board of Directors of the Company. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body.

4. Share capital

Authorized share capital

An unlimited number of common shares without par value, voting and participating

Issued

Issued
			Number of	Share
			Shares	Capital
Balance, November	30,	2020	1	$ 1

The Company was incorporated on November 30, 2020 issuing a single share for $1 per share.

5. Subsequent events

On February 2, 2021 the G2 Goldfields Inc. (G2) and S2 entered into an arrangement agreement, subject to shareholder approval to transfer its entire interest in G2’s Sandy Lake properties to S2, at the time its wholly owned subsidiary.

Under the terms of the agreement the G2 has undertaken to take back S2 common shares and distribute them pro-rata to its shareholders. As part of the arrangement S2 will issue rights to the holders of its common shares post arrangement, allowing them to purchase additional shares of S2 to raise proceeds of $1.2 million. Mr. Sheridan, together with Mr. Noone have agreed to subscribe for any unexercised rights sufficient to raise the $1.2 million.

B-10

SCHEDULE “C”

S2 MINERALS INC. PRO FORMA FINANCIAL STATEMENTS

S2 MINERALS INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED NOVEMBER 30, 2020

(Expressed in Canadian Dollars)

C-1

S2 MINERALS INC UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION As at November 30, 2020

(expressed in Canadian dollars)

			Carve-Out G2	Carve-Out G2					Pro Forma
			Sandy Lake as						Consolidated
	S2	Minerals		at November		Pro Forma	Note	as at November
		Inc		30, 2020		Adjustments	3		30, 2020
ASSETS
Current assets
Cash	$	1		-	$	1,200,000	(a)	$	1,200,001
		1		-		1,200,000			1,200,001
Non-current assets
Mineral property interest		-		10,973,614		-			10,973,614
		-		10,973,614		-			10,973,614
Total assets	$	1	$	10,973,614	$	1,200,000		$	12,173,615
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and
accrued liabilities	$	-	$	105,917	$	(105,917)	(b)	$	-
Total Liabilities		-		105,917		(105,917)			-
Shareholders' deficiency
Share capital		1		-		12,173,614	(a,b)		12,173,615
Owners’ net investment		-		10,867,697		(10,867,697)	(b)		-
Total shareholders' equity		1		10,867,697		1,305,917			12,173,615
Total liabilities and
shareholders' equity	$	1	$	10,973,614	$	1,200,000		$	12,173,615

The accompanying notes are an integral part of the pro forma financial statements.

C-2

S2 MINERALS INC. UNAUDITED PRO FORMA STATEMENT OF LOSS For the six months ended November 30, 2020

(expressed in Canadian dollars)

			Carve-Out G2	Carve-Out G2
				Sandy Lake						Pro Forma
			Properties for							for the Six
			the Six Months							Months
				Ended						Ended
	S2	Minerals	November 30,			Pro Forma		Note	November 30,
		Inc		2020		Adjustments		3		2020
Expenses
General and administrative	$	-	$	628,797	$		-		$	628,797
Loss for the period	$	-	$	(628,797)	$		-		$	(628,797)
Loss per share attributable to
common shareholders
Basic loss per share	$	-	$	-	$		-		$	0.03
Diluted loss per share	$	-	$	-	$		-		$	0.03
Weighted average shares
outstanding:
Basic		1		-		24,535,550		(a,b)		24,535,550
Diluted		1		-		24,535,550		(a,b)		24,535,550

The accompanying notes are an integral part of the pro forma financial statements

C-3

S2 MINERALS INC. UNAUDITED PRO FORMA STATEMENT OF LOSS For the year ended May 31, 2020 (expressed in Canadian dollars)

										Carve-Out
			Carve-Out G2							G2 Sandy
				Sandy Lake						Lake
			Properties for						Properties for
				the Year						the Year
	S2	Minerals	Ended May 31,			Pro Forma		Note		Ended May
		Inc		2020		Adjustments		3		31, 2020
Expenses
General and administrative	$	-	$	716,384	$		-		$	716,384
Loss and comprehensive loss
for the year	$	-	$	(716,384)	$		-		$	(716,384)
Loss per share attributable to
common shareholders
Basic loss per share	$	-	$	-	$		-		$	0.03
Diluted loss per share	$	-	$	-	$		-		$	0.03
Weighted average shares
outstanding:
Basic		1		-		24,535,550		(a,b)		24,535,550
Diluted		1		-		24,535,550		(a,b)		24,535,550

The accompanying notes are an integral part of the pro forma financial statements

C-4

S2 MINERALS INC. NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS For the six month period ended November 30, 2020 and the year ended May 31, 2020 (expressed in Canadian dollars)

1. BASIS OF PREPARATION

The accompanying unaudited pro forma financial statements of S2 Minerals Inc. (“Spinco”) have been prepared by management. Pursuant to the Arrangement Resolution (“Arrangement Resolution”), to be approved by the shareholders of G2 Goldfields Inc. (“G2”), dated March 29, 2021, G2 will spin out G2’s Canadian Sandy Lake Properties into a separate entity Spinco which will be an unlisted reporting issuer and will hold G2’s Canadian Properties (“the Arrangement”).

Following the steps of the Arrangement, on approval of the Arrangement Resolution, S2 Minerals Inc. will issue to G2 approximately 12 million shares, reflecting the number of issued and outstanding shares of G2 immediately prior to the close of the transaction, consolidated on a 1 for 10 basis. In exchange, G2 will transfer to S2 Minerals Inc. its Sandy Lake Properties. This exchange is carried out by entities under common control and will be recorded at carrying amounts representing the value of the 12 million shares of S2 Minerals Inc.. G2 will immediately transfer the shares of S2 Minerals Inc. to their shareholders as part of the Arrangement.

Upon closing the transaction, all of the shares of S2 Minerals Inc. will be owned by existing G2 shareholders in identical proportion to their pre-Arrangement shareholdings of G2. Closing the Arrangement is subject to several conditions including, but not limited to, approval by the G2 shareholders.

The unaudited pro forma financial statements for S2 Minerals Inc. have been compiled from and include:

a) an unaudited pro forma statement of financial position, which combines the audited statement of financial position of S2 Minerals Inc. at November 30, 2020 and the unaudited carve-out statement of financial position of G2’s Sandy Lake Properties as at November 30, 2020, giving effect to the Arrangement Resolution as if it had occurred on November 30, 2020.
b) an unaudited pro forma statements of loss, which reflects the carve-out statements of loss for G2’s Sandy Lake Properties for the year ended May 31, 2020 (audited) and the six months ended November 30, 2020 (unaudited), giving effect to the Arrangement Agreement as if it had occurred on November 30, 2020 and May 31, 2020. S2 Minerals Inc. had no income statement activities since incorporation.

These unaudited pro forma financial statements are provided for illustrative purposes only, and do not purport to represent the financial position that would have resulted had the Arrangement actually occurred on November 30, 2020, or the results of operations that would have resulted had the Arrangement actually occurred on November 30, 2020. Further, these pro forma financial statements are not necessarily indicative of the future financial position or results of operations of G2’s Sandy Lake Properties as a result of the Arrangement. These unaudited pro forma financial statements should be read in conjunction with the audited carve-out financial statements of G2’s Sandy Lake Properties for the years ended May 31, 2020 and 2019, unaudited carve-out financial statements of G2’s Sandy Lake Properties for the six months ended November 30, 2020 and the audited financial statements of S2 Minerals Inc. as at its incorporation on November 30, 2020, all of which are contained in the information circular.

The unaudited pro forma financial statements should be read in conjunction with the description of the Transaction included elsewhere in the information circular.

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S2 MINERALS INC. NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS For the six month period ended November 30, 2020 and the year ended May 31, 2020 (expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

The unaudited pro forma financial statements have been compiled by management using accounting policies as set out in the unaudited carve-out financial statements of G2’s Sandy Lake Properties for the six months ended November 30, 2020 and the audited carve-out financial statements of G2’s Sandy Lake Properties for the years ended May 31, 2020 and 2019.

3. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

a) Pursuant to the Arrangement, S2 will issue one S2 Right for each S2 common share outstanding. Such rights entitle the shareholders to purchase additional common shares in S2 Minerals Inc. at a price of $0.10 per share. S2 has entered into an agreement with Patrick Sheridan, Chairman of S2, and Dan Noon, CEO of S2 that guarantees the exercise of a minimum of 12 million shares and a capital raise of $1,200,000.
b) As a result of the Arrangement, G2 Shareholders will continue to hold their G2 Common Shares and will receive one S2 Minerals Inc. Common Share and one S2 Minerals Inc. Right for every ten G2 Common Shares held.

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SCHEDULE “D”

PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ Additional Subscription Privilege ” means the entitlement of a holder of S2 Rights, who has exercised in full the Basic Subscription Privilege attaching to such holder’s S2 Rights, to subscribe for additional S2 Common Shares (if such are available);

“ Arrangement ” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of G2;

“ Arrangement Agreement ” means the arrangement agreement dated as of February 2, 2021, including the Schedules attached hereto, as may be supplemented or amended from time to time;

“ Arrangement Resolution ” means the special resolution of the G2 Shareholders in respect of the Arrangement to be considered at the Meeting;

“ Basic Subscription Privilege ” means the entitlement of a holder of S2 Rights to subscribe for one S2 Common Share at the Subscription Price per S2 Common Share for each S2 Right held;

“ Board of Directors ” means the duly appointed board of directors of the applicable company;

“ Business Day ” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto, Ontario for the transaction of banking business;

“ CBCA ” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

“ Circular ” means the management information circular of G2 to be prepared and sent to the G2 Shareholders in connection with the Meeting;

“ Court ” means the Ontario Superior Court of Justice (Commercial List);

“ Director ” means the director appointed under Section 260 of the CBCA;

“ Dissent Rights ” has the meaning set forth in Section 3.1 of the Plan of Arrangement;

“ Dissent Shares ” has the meaning ascribed thereto in Section 2.1(a);

“ Dissenting Shareholder ” has the meaning ascribed thereto in Section 2.1(a);

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“ Effective Date ” means the date of certification of the Articles of Arrangement by the Director in accordance with Section 192(8) of the CBCA;

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date;

“ Final Order ” means the final order of the Court pursuant to Section 192(3) of the CBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to G2 approving the Arrangement as such order may be amended by the Court (with the consent of G2) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to G2) on appeal, and after notice and a hearing at which all G2 Securityholders have the right to appear;

“ G2 ” means G2 Goldfields Inc., a company incorporated pursuant to the laws of Canada;

“ G2 Common Shares ” means the common shares of G2;

“ G2 Shareholders ” means the holders of G2 Common Shares at the applicable time;

“ Interim Order ” means the interim order of the Court containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended and modified;

“ Meeting ” means the special meeting of G2 Shareholders and any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider and to vote on the Arrangement Resolution and the Stated Capital Resolution and any other matters set out in the Notice of Meeting;

“ Notice of Meeting ” means the notice of the Meeting to be sent to the G2 Shareholders, which notice will accompany the Circular;

“ Person ” or “ person ” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;

“ Plan of Arrangement ” means this plan of arrangement and any amendments or variations thereto made in accordance with this Agreement, the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of G2;

“ Rights Agency Agreement ” means the rights agency agreement to be entered into between the Rights Agent and S2 pertaining to the issuance and exercise of S2 Rights;

“ Rights Agent ” means TSX Trust Company or such other trust company or transfer agent as may be designated by S2;

“ S2 ” means S2 Minerals Inc., a company incorporated pursuant to the laws of the Province of Ontario;

“ S2 Common Shares ” means the common shares of S2;

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“ S2 Right ” means the right to subscribe at the Subscription Price for an S2 Common Share under the Basic Subscription Privilege and the Additional Subscription Privilege;

“ S2 Shareholders ” means the holders of G2 Common Shares who receive S2 Common Shares pursuant to the Arrangement;

“ Stated Capital Resolution ” means the special resolution of the G2 Shareholders approving a reduction in the stated capital of the G2 Shares by such amount as the Board of Directors of G2 determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Shares;

“ Subscription Price ” means the exercise price per S2 Common Share under each S2 Right, which is $0.10.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time; and

“ Transfer Agent ” means TSX Trust Company or such other trust company or transfer agent as may be designated by G2.

1.2 Sections and Headings

The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires, words importing the singular number shall include the plural and vice versa , and words importing gender shall include all genders.

1.4 Statutory References

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.5 Currency

Unless otherwise stated all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

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1.6 Business Day

In the event that the date on which any action is required to be taken hereunder by either of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.7 Governing Law

This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8 Binding Effect

This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on: G2 and all registered and beneficial G2 Shareholders and all Dissenting Shareholders. This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in Section 2.1 in accordance with the terms of the Arrangement Agreement. ARTICLE 2 ARRANGEMENT

2.1 Preliminary Steps to the Arrangement

The approval of the Stated Capital Reduction and the reduction in the stated capital of the G2 Shares by such amount as the Board of Directors of G2 determines at the relevant time is required so that the realizable value of G2’s assets is not less than the aggregate of G2’s liabilities and the stated capital of the G2 Shares shall occur prior to, and be a condition to the implementation of this Plan of Arrangement.

2.2 Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality:

(a) Each G2 Common Share in respect of which a G2 Shareholder has validly exercised Dissent Rights (each a “ Dissent Share ”) shall be cancelled and the holder (the “ Dissenting Shareholder ”) shall cease to have any rights as a holder of such G2 Common Share other than the right to be paid the fair value of such G2 Common Share in accordance with Article 3 of this Plan of Arrangement.
(b) G2 will transfer all of the claims comprising the Sandy Lake Property in exchange for that number of S2 Common Shares as determined by the Board of Directors of G2and G2 and S2 will file a joint election under Section 85 of the Tax Act and any applicable provincial tax laws.
(c) G2 will distribute one S2 Common Share in accordance with the provisions of Article 4 of this Plan of Arrangement for every ten G2 Common Shares then held by G2 Shareholders (other than a Dissenting Shareholder) as of the Effective Date as a return of capital pursuant to a reorganization of G2’s business and a distribution of proceeds from a disposition of G2’s property outside the ordinary course of G2’s business.

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(d) S2 will issue to the S2 Shareholders one S2 Right for each S2 Common Share and the S2 Rights shall be distributed in accordance with the provisions of the Rights Agency Agreement.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Pursuant to the Interim Order, registered holders of G2 Common Shares may exercise rights of dissent (the “ Dissent Rights ”) under Section 190 of the CBCA, as modified by this Article 3, the Interim Order and the Final Order, with respect to G2 Common Shares in connection with the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 190 (5) of the CBCA must be sent to and received by G2 not later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days before the Meeting or any date to which the Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Dissent Shares, which fair value, notwithstanding anything to the contrary contained in Section 190 of the CBCA, will be deemed to have irrevocably transferred such Dissent Shares to G2 pursuant to Section 2.1(a) in consideration of such fair value; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their G2 Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of G2 Common Shares.

3.2 Recognition of Dissenting Shareholders

In no circumstances shall G2 or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those G2 Common Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither G2 nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of G2 and the names of the Dissenting Shareholders shall be deleted from the register of holders of G2 Common Shares previously maintained or caused to be maintained by G2.

3.3 General Dissent Rights

For greater certainty, in addition to any other restrictions in the CBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of options and G2 Common Share purchase warrants; and (b) G2 Shareholders who vote (or have instructed a proxyholder to vote) in favour of the Arrangement Resolution.

ARTICLE 4 CERTIFICATES AND FRACTIONAL SECURITIES

4.1 Delivery of Securities

As soon as practicable following the Effective Date, G2 and S2, as applicable, will forward or cause to be forwarded by the Transfer Agent, the Rights Agent or otherwise, by registered mail (postage prepaid) or hand delivery to G2 Shareholders as of the Effective Date at the address specified in the register of G2 Shareholders, certificates representing the number of S2 Common Shares and S2 Rights to be delivered to such G2 Shareholders and S2 Shareholders under the Arrangement.

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4.2 Withholding Rights

G2, S2, the Rights Agent and the Transfer Agent shall be entitled to deduct and withhold from any amount otherwise payable to any G2 Shareholder or S2 Shareholder, as applicable, such amounts as G2, S2, the Rights Agent or the Transfer Agent is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the G2 Shareholder or S2 Shareholder, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

4.3 No Fractional Securities

No fractional S2 Common Shares or S2 Rights will be distributed or issued, as applicable. In the event that a G2 Shareholder or S2 Shareholder would otherwise be entitled to a fractional S2 Common Share or S2 Right hereunder, the number of S2 Common Shares or S2 Rights, as applicable, distributed or issued to such G2 Shareholder or S2 Shareholder, as applicable, shall, without any additional compensation, be rounded down to the next lesser whole number of S2 Common Shares or S2 Rights, as applicable. In calculating such fractional interests, all G2 Common Shares registered in the name of or beneficially held by such G2 Shareholder or their nominee shall be aggregated.

ARTICLE 5 AMENDMENTS

5.1 Right to Amend

G2 reserves the right to amend, modify or supplement (or do all of the foregoing) this Plan of Arrangement from time to time and at any time prior to the Effective Date provided that any such amendment, modification and/or supplement must be contained in a written document that is:

(a) approved by S2;
(b) filed with the Court and, if made following the Meeting, approved by the Court; and
(c) communicated to G2 Shareholders in the manner required by the Court (if so required).

5.2 Amendment Before the Meeting

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by G2 at any time prior to or at the Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

5.3 Amendment After the Meeting

Any amendment, modification or supplement to this Plan of Arrangement which is approved by the Court following the Meeting shall be effective only:

(a) if it is consented to by G2 and S2; and
(b) if required by the Court or applicable law, it is consented to by the G2 Shareholders.

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5.4 Amendment After the Effective Date

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by G2, provided that it concerns a matter which, in the reasonable opinion of G2, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any holder of G2 Common Shares or S2 Common Shares.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur at the time and in the manner set out in this Plan of Arrangement without any further act or formality, G2 and S2 shall make, do and execute, or cause to be made, done or executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

ARTICLE 7 TERMINATION

7.1 Termination

Notwithstanding any prior approvals by the Court or by the G2 Shareholders, the Board of Directors of G2 may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution adopted at the Meeting without further approval of the Court or the G2 Shareholders.

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Court File No.: CV-21-00656710-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE

JUSTICE DIETRICH

) WEDNESDAY, THE 24[th] DAY ) OF FEBRUARY 2021 )

G2 GOLDFIELDS INC.

Applicant

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT , R.S.C. 1985, c. C-44, AS AMENDED, AND RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING G2 GOLDFIELDS INC. AND S2 MINERALS INC.

INTERIM ORDER

THIS MOTION made by the Applicant, G2 Goldfields Inc. (“ G2 ”), for an interim order for advice and directions pursuant to section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the “ CBCA ”) was heard via Zoom videoconference call.

ON READING the Notice of Motion, the Notice of Application issued on February 9, 2021 and the affidavit of Paul Murphy sworn February 22, 2021 (the “ Supporting Affidavit ”), including the Plan of Arrangement, which is attached as Schedule “D” to the

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draft management information circular of G2 (the “ Circular ”), which is attached as Exhibit “A” to the Supporting Affidavit, and on hearing the submissions of counsel for G2 and S2 Minerals Inc. (“ S2 ”) and on being advised that the Director appointed under the CBCA (the “ Director ”) does not consider it necessary to appear,

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that G2 is permitted to call, hold and conduct a special meeting (the “ Meeting ”) of the holders of common shares (the “ G2 Common Shares ”), to be held on March 29, 2021 commencing at 10:00 a.m. (Toronto time) at the offices of G2 at 141 Adelaide Street West, Suite 1101, Toronto, Ontario and via live teleconference, to approve the Arrangement Resolution in order for the holders of G2 Common Shares (the “ G2 Shareholders ”) to, among other things, consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation the Arrangement and the Plan of Arrangement (collectively, the

“ Arrangement Resolution ”).

THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the CBCA, the notice of special meeting of G2 Shareholders, which accompanies the Circular (the “ Notice of Meeting ”) and the articles and by-laws of G2, subject to what may be provided hereafter and subject to further order of this Court.

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THIS COURT ORDERS that the record date (the “ Record Date ”) for determination of the G2 Shareholders entitled to notice of, and to vote at, the Meeting shall be February 15, 2021.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:
(a) the G2 Shareholders or their respective proxyholders;
(b) the officers, directors, auditors and advisors of G2;
(c) representatives and advisors of S2;
(d) the Director; and
(e) other persons who may receive the permission of the Chair of the Meeting.
THIS COURT ORDERS that G2 may transact such other business at the Meeting as is contemplated in the Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by G2 in accordance with the by-laws of G2 and that the quorum at the Meeting shall be not less than two (2) G2 Shareholders holding or representing at least ten percent (10%) of the total number of issued G2 Common Shares at the opening of the Meeting who are entitled to vote at the Meeting, whether present in person or by proxy.

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Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that G2 is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the G2 Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the G2 Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Honourable Court at the hearing for the final approval of the Arrangement.
THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement, as referred to in paragraph 8, above, would, if disclosed, reasonably be expected to affect a G2 Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Honourable Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as G2 may determine.

Amendments to the Circular

THIS COURT ORDERS that G2 is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular,

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as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs 12 and 13 hereof.

Adjournments and Postponements

THIS COURT ORDERS that G2, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the G2 Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as G2 may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, in order to effect notice of the Meeting, G2 shall send the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting and the form of proxy or voting instruction form, as applicable, along with such amendments or additional documents as G2 may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the

“ Meeting Materials ”), to the following:

(a) the registered G2 Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting by one or more of the following methods:

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(i) by pre-paid ordinary or first class mail at the addresses of the G2 Shareholders as they appear on the books and records of G2, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of G2;
(ii) by delivery, in person or by recognized courier service or interoffice mail, to the address specified in (i) above; or
(iii) by facsimile or electronic transmission to any G2 Shareholder, who is identified to the satisfaction of G2, who requests such transmission in writing and, if required by G2, who is prepared to pay the charges for such transmission;
(b) the non-registered G2 Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ; and
(c) the directors and auditors of G2, and to the Director, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

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THIS COURT ORDERS that, in the event that G2 elects to distribute the Meeting Materials, G2 is hereby directed to distribute the Circular (including the Notice of Application and this Interim Order), and any other communications or documents determined by G2 to be necessary or desirable (collectively, the “ Court Materials ”) to holders of G2 options, G2 warrants, and G2 restricted share units by any method permitted for notice to the G2 Shareholders as set forth in paragraphs 12(a) or 12(b), above, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of G2 or its registrar and transfer agent at the close of business on the Record Date.
THIS COURT ORDERS that accidental failure or omission by G2 to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of G2, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of G2, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that G2 is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials as G2 may determine in accordance with the terms of the Arrangement Agreement

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(“ Additional Information ”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as G2 may determine.

THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that G2 is authorized to use the proxies substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as G2 may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. G2 and S2 are authorized, at their expense, to solicit proxies, directly or through their respective officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as they may determine. G2 may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by the G2 Shareholders, if G2 deems it advisable to do so.

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THIS COURT ORDERS that, in respect of the Arrangement Resolution, G2 Shareholders shall be entitled to revoke their proxies in accordance with subsection 148(4) of the CBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to clause 148(4)(a)(i) of the CBCA: (a) may be deposited with G2 at its address for such purpose, c/o Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2, Attention: Lindsay Clements (with a copy by email to [email protected]) and any such instruments must be received by G2 not later than 4:00 p.m. on the last Business Day immediately preceding the Meeting (or any adjournment or postponement thereof); or (b) may be provided to the Chair of the Meeting at the Meeting (or any adjournment or postponement thereof) and prior to the vote in respect of the Arrangement Resolution or in any other way permitted by Law.

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those G2 Shareholders who hold G2 Common Shares as of the close of business (Toronto time) on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per G2 Common Share and that in order for the Plan of Arrangement to be

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implemented, subject to further order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of at least twothirds (66�%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the G2 Shareholders. Such votes shall be sufficient to authorize G2 to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the G2 Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting G2 (other than in respect of the Arrangement Resolution), each G2 Shareholder is entitled to one vote per G2 Common Share held by such holder as of the Record Date.

Dissent Rights

THIS COURT ORDERS that each registered G2 Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 190 of the CBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 190(5) of the CBCA, any registered G2 Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to G2 in the form required by section 190 of the CBCA and the Arrangement Agreement, which written objection must be received not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may

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be adjourned or postponed from time to time), must be delivered to G2 at its address for such purpose, c/o Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2, Attention: Lindsay Clements (with a copy by email to [email protected]), and must otherwise strictly comply with the requirements of the CBCA. For purposes of these proceedings, the “court” referred to in section 190 of the CBCA means this Court.

THIS COURT ORDERS that in accordance with section 190 of the CBCA, G2 shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for G2 Common Shares held by G2 Shareholders who duly exercise Dissent Rights, and to pay the amount to which such G2 Shareholders may be entitled pursuant to the terms of the Plan of Arrangement.
THIS COURT ORDERS that any G2 Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:
(i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its G2 Common Shares, shall be deemed to have transferred those G2 Common Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to G2 in consideration for a payment of cash from G2 equal to such fair value; or
(ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its G2 Common Shares pursuant to the

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exercise of the Dissent Rights, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any nondissenting G2 Shareholder;

but in no case shall G2 or any other person be required to recognize such G2 Shareholders as holders of G2 Common Shares at or after the time at which the Arrangement becomes effective and the names of such G2 Shareholders shall be deleted from G2’s register of G2 Common Shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the G2 Shareholders of the Arrangement Resolution in the manner set forth in this Interim Order, G2 may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Circular, when sent in accordance with paragraphs 12 and 13, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served, unless a Notice of Appearance is served in accordance with paragraph 27.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for G2 as soon as reasonably practicable, and, in any event, by 4:00 p.m. (Toronto time) on the second last Business Day before the hearing of this Application at the following address:

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Cassels Brock & Blackwell LLP

Barristers & Solicitors Scotia Plaza, Suite 2100 40 King Street West Toronto, Ontario M5H 3C2

Stephanie Voudouris Tel: 416.860.6617 [email protected]

THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application for final approval of the Arrangement shall be:
(i) G2;
(ii) S2;
(iii) the Director; and
(iv) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure .
THIS COURT ORDERS that any materials to be filed by G2 in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Honourable Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned,

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only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 above shall be entitled to be given notice of the adjourned date.

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the G2 Common Shares, G2 options, G2 warrants, and G2 restricted share units, or the articles or by-laws of G2, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Honourable Court in carrying out the terms of this Interim Order.

Variance

THIS COURT ORDERS that G2 shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Honourable Court may direct.

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*ONTARIO*	SUPERIOR COURT OF JUSTICE	COMMERCIAL LIST	PROCEEDING COMMENCED AT	TORONTO	INTERIM ORDER	CASSELS BROCK & BLACKWELL LLP	Scotia Plaza, Suite 2100	40 King Street West	Toronto, Ontario M5H 3C2	Lara Jackson LSO #: 41858M	Tel: 416.860.2907	[email protected]	Stephanie Voudouris LSO#: 65752M	Tel: 416.860.6617	[email protected]	Lawyers for the Applicant

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Court File No. ��

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

==> picture [103 x 103] intentionally omitted <==

G2 GOLDFIELDS INC.

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT , R.S.C 1985, c. C-44, AS AMENDED, AND RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

Applicant

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING G2 GOLDFIELDS INC. AND S2 MINERALS INC.

NOTICE OF APPLICATION

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following pages.

THIS APPLICATION will be made to a judge presiding over the Commercial List on Wednesday March 31, 2021 at 9:30 a.m. by videoconference.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with the documents in the application, you or an Ontario lawyer acting for you must prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the applicant's lawyer(s) or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in this court office, and you or your lawyers(s) must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you and your lawyer(s) must, in addition to serving your notice of appearance, serve a copy of the evidence on the applicant's lawyers or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but not later than 2 p.m. on the day before the hearing.

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IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO DEFEND THIS PROCEEDING BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LEGAL AID OFFICE.

Digitally signed by Christina Irwin DN: cn=Christina Irwin, o=Superior Court of Justice, ou=Client Services Representative/Registrar, [email protected], c=CA Date: 2021.02.09 17:13:58 -05'00'

Christina Irwin c=CA Date: February 9, 2021 Issued by Local Registrar

Address of 330 University Avenue court office � ~~7~~[th] floor, Toronto ON M5G 1R7

TO: ALL HOLDERS OF COMMON SHARES, WARRANTS AND OPTIONS OF G2 GOLDFIELDS INC.

AND TO: THE DIRECTORS OF G2 GOLDFIELDS INC.

AND TO: THE AUDITORS OF G2 GOLDFIELDS INC.

AND TO: THE DIRECTOR GENERAL Innovation, Science and Economic Development Canada Corporations Canada C.D. Howe Building West Tower, 7[th] Floor 235 Queen Street Ottawa, ON K1A 0H5

Ray Edwards

Tel: 613.897.0755 [email protected]

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APPLICATION

1. THE APPLICANT MAKE APPLICATION FOR:

(a) an Interim Order for the advice and directions of this Honourable Court pursuant to subsection 192(4) of the Canada Business Corporations Act , R.S.C. 1985, c. C-44, as amended (the “ CBCA ”), with respect to notice and the conduct of a special meeting (the “ Meeting ”) of the holders of common shares (the “ G2 Shareholders ”) of G2 Goldfields Inc. (“ G2 ”) and such other matters pertaining to a proposed plan of arrangement involving G2 and S2 Minerals Inc. (“ S2 ”), as described below (the “ Plan of Arrangement ”);
(b) a Final Order of this Honourable Court pursuant to subsections 192(3) and (4) of the CBCA approving the Plan of Arrangement if it is adopted and approved by the G2 Shareholders at the Meeting and declaring that the substantive and procedural terms of the Plan of Arrangement are fair and reasonable; and
(c) such further and other relief as to this Honourable Court seems just.

2. THE GROUNDS FOR THE APPLICATION ARE:

(a) G2 is a corporation incorporated under the CBCA, with its registered and head office located in Toronto, Ontario;
(b) G2 is a Canadian based resource exploration company focused on the acquisition of multiple unique, but historically challenged, mineral exploration projects, each with a potential to identify and generate one or

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more significant gold projects for development. G2 currently operates in

Guyana, South America and Sandy Lake, Ontario (the “ Sandy Lake Project ”);

(c) the common shares of G2 (the “ G2 Shares ”) are listed on the TSX Venture Exchange (the “ TSX-V ”) under the symbol “GTWO”;
(d) G2 has other securities outstanding, namely options and warrants;
(e) S2 is a company incorporated under the laws of the Province of Ontario with its registered office in Toronto, Ontario and is a wholly-owned subsidiary of G2;
(f) on February 2, 2021, G2 entered into an arrangement agreement with S2 (the “ Arrangement Agreement ”) whereby, subject to the terms and conditions of the Arrangement Agreement and pursuant to the Plan of Arrangement:
(i) G2 will transfer its ownership and rights in the Sandy Lake Project to
- S2 in exchange for common shares of S2 (“ S2 Shares ”);
(ii) G2 will distribute all of the S2 Shares to the G2 Shareholders on a pro rata basis; and
(iii) S2 will issue rights to the holders of the S2 Shares;
(g) there will be no change in the G2 Shareholders’ holdings in G2 as a result of the Plan of Arrangement;

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(h) the Plan of Arrangement is an “arrangement” within the meaning of subsection 192 of the CBCA and is being proposed for a bona fide business purpose;
(i) the substantive and procedural terms of the Plan of Arrangement are fair and reasonable;
(j) all statutory requirements under the CBCA, including the solvency requirements, have been or will be fulfilled by the return date of this application for final approval;
(k) it is not practicable for G2 to effect a fundamental change in the nature of the Plan of Arrangement other than pursuant to the provisions of section 192 of the CBCA;
(l) the directions set out and the approvals required pursuant to the Interim Order of this Court to be obtained by G2 will be followed and obtained by the return date of this application for final approval;
(m) pursuant to an Interim Order of this Court to be obtained by G2, notice of this application and their right to appear before the Court will be served on all of the G2 Shareholders as well as the holders of G2 options and warrants at their respective registered addresses as they appear on the books of G2 at the close of business (Toronto time) on February 15, 2021, including those persons whose registered addresses are outside the Province of Ontario;

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(n) service in these proceedings on persons outside of Ontario will be effected pursuant to Rule 17.02(n) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, and the Interim Order;
(o) this application is brought in good faith;
(p) this application has a material connection to the Toronto Region in that, among other things, G2’s registered address is located in Toronto and the G2 Shares are listed and posted for trading on the TSX-V;
(q) section 192 of the CBCA and rules 14.05, 17.02(n), and 38 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194; and
(r) such further and other grounds as counsel may advise and this Honourable Court may permit.

3. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the application:

(a) an affidavit in support of the Interim Order and the Final Order, to be sworn;
(b) supplementary affidavits to be filed in respect of the Meeting and compliance with the Interim Order, to be sworn; and
(c) such further and other evidence as counsel may advise and this Honourable Court may permit.

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February 9, 2021

CASSELS BROCK & BLACKWELL LLP 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Lara Jackson LSO #: 41858M Tel: 416.860.2907 [email protected]

Stephanie Voudouris LSO #: 65752M Tel: 416.860.6617 [email protected]

Lawyers for the Applicant

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Applicant	ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST PROCEEDING COMMENCED AT TORONTO	NOTICE OF APPLICATION	CASSELS BROCK & BLACKWELL LLP 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Lara Jackson LSO #: 41858M Tel: 416.860.2907 [email protected] Stephanie Voudouris LSO #: 65752M Tel: 416.860.6617 [email protected] Lawyers for the Applicant

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SCHEDULE “G”

DISSENT PROVISIONS

SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

190. (1) Right to dissent — Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
(c) amalgamate otherwise than under section 184;
(d) be continued under section 188;
(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or
(f) carry out a going-private transaction or a squeeze-out transaction.

(2) Further right — A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

(2.1) If one class of shares — The right to dissent described in subsection (2) applies even if there is only one class of shares.

(3) Payment for shares — In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

(4) No partial dissent — A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) Objection — A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

(6) Notice of resolution — The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

(7) Demand for payment — A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder ’ s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.
(8) Share certificate — A dissenting shareholder shall, within thirty days after sending a notice under

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subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

(9) Forfeiture — A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

(10) Endorsing certificate — A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

(11) Suspension of rights — On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent.

(12) Offer to pay — A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

(13) Same terms — Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

(14) Payment — Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

(15) Corporation may apply to court — Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

(16) Shareholder application to court — If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

(17) Venue — An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

(18) No security for costs — A dissenting shareholder is not required to give security for costs in an

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application made under subsection (15) or (16).

(19) Parties — On an application to a court under subsection (15) or (16),
(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and
(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(20) Powers of court — On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting G2 Shareholders.

(21) Appraisers — A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

(22) Final order — The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

(23) Interest — A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

(24) Notice that subsection (26) applies — If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(25) Effect where subsection (26) applies — If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(26) Limitation — A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

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SCHEDULE “H”

AUDITED CARVE-OUT FINANCIAL STATEMENTS FOR THE SANDY LAKE PROPERTY

CARVE-OUT FINANCIAL STATEMENTS of the SANDY LAKE PROPERTIES

For the Years Ended MAY 31, 2020 and 2019 (Audited) and the Period Ended November 30, 2020 (Unaudited) (Expressed in Canadian Dollars)

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Independent Auditor's Report

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To the Directors of G2 Goldfields Inc. (the “Company”):

Opinion

We have audited the carve-out financial statements of the Company’s Sandy Lake Gold Properties (the "Properties"), which comprise the carve-out statements of financial position as at May 31, 2020 and May 31, 2019, and the carve-out statements of loss and comprehensive loss, changes in owners’ net investment and cash flows for the years then ended, and notes to the carve-out financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying carve-out financial statements present fairly, in all material respects, the financial position of the Properties as at May 31, 2020 and May 31, 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Carve-out Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the carve-out financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Basis of Accounting

We draw attention to Note 2 to the carve-out financial statements which describe the fact that the Properties has not operated as a separate entity. These carve-out financial statements are, therefore, not necessarily indicative of results that would have occurred if the Properties had been a separate stand-alone entity during the years presented or of the future results of the Properties. Our opinion is not modified in respect of this matter.

Other Matter - Comparative Information

The comparative information as at November 30, 2020 and for the six months ended November 30, 2020 and November 30, 2019 is unaudited.

Responsibilities of Management and Those Charged with Governance for the Carve-out Financial Statements

Management is responsible for the preparation and fair presentation of the carve-out financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of carve-out financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the carve-out financial statements, management is responsible for assessing the Properties’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Properties or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

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Auditor's Responsibilities for the Audit of the Carve-out Financial Statements

Our objectives are to obtain reasonable assurance about whether the carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these carve-out financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the carve-out financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Properties’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the carve-out financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Properties to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the carve-out financial statements, including the disclosures, and whether the carve-out financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

Toronto, Ontario February 25, 2021

Chartered Professional Accountants Licensed Public Accountants

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SANDY LAKE PROPERTIES CARVE-OUT STATEMENTS OF FINANCIAL POSITION (expressed in Canadian dollars)

	As at November 30,	As at May 31,	As at May
	2020	2020	31, 2019
	(Unaudited)	(Audited)	(Audited)
ASSETS
Long Term assets
Mineral property interest (note 4)	$10,973,614	$10,867,285	$10,410,411
Total long-term assets	10,973,614	10,867,285	10,410,411
Total assets	$10,973,614	$10,867,285	$10,410,411
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	105,917	124,457	733,229
Total liabilities	105,917	124,457	733,229
Net investment
Owners’net investment	10,867,697	10,742,828	9,677,182
Net investment	10,867,697	10,742,828	9,677,182
Total liabilities and net investment	$10,973,614	$10,867,285	$10,410,411

“Dan Noone” (signed) President and Chief Executive Officer

The accompanying notes are an integral part of the carve-out financial statements.

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SANDY LAKE PROPERTIES

CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS For the years ended May 31, 2020 and 2019 and the six months ended November 30, 2020 and 2019

(expressed in Canadian dollars)

	November 30	November 30	May 31,	May 31,
	2020	2019	2020	2019
	(Unaudited)	(Unaudited)	(Audited)	(Audited)
Expenses
General and administrative	$628,797	$302,650	$716,384	$484,254
Loss and comprehensive loss for the period	$(628,797)	$(302,650)	$(716,384)	$(484,254)

The accompanying notes are an integral part of the carve-out financial statements.

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SANDY LAKE PROPERTIES CARVE-OUT STATEMENTS OF CASH FLOWS For the years ended May 31, 2020 and 2019 and the six months ended November 30, 2020 and 2019

(expressed in Canadian dollars)

	November 30	November 30	May 31,	May 31,
	2020	2019	2020	2019
	(Unaudited)	(Unaudited)	(Audited)	(Audited)
Operating Activities
Loss and Comprehensive Loss	$(628,797)	$(302,650)	$(716,384)	$(484,254)
Changes in working capital	(18,540)	(669,988)	(608,772)	281,667
	(647,337)	(972,638)	(1,325,156)	(202,587)
Investing Activities
Property expenditures	(106,329)	(225,242)	(456,874)	(1,877,065)
	(106,329)	(225,242)	(456,874)	(1,877,065)
Financing Activities
Owners’contribution	753,666	1,197,880	1,782,030	2,079,652
	753,666	1,197,880	1,782,030	2,079,652

Opening and Closing Cash	$-	$-	$-	$-

The accompanying notes are an integral part of the carve-out financial statements.

H-6

SANDY LAKE PROPERTIES CARVE-OUT STATEMENTS OF CHANGES IN OWNERS’ NET INVESTMENT For the years ended May 31, 2020 and 2019 and the six months ended November 30, 2020 (expressed in Canadian dollars)

	Sandy Lake
	Property
Balance at May 31, 2018	$ 8,081,784
Contributions in the year	2,079,652
Net loss and comprehensive loss for the year	(484,254)
Balance at May 31, 2019	$ 9,677,182
Contributions in the year	1,782,030
Net loss and comprehensive loss for the year	(716,384)
Balance at May 31, 2020	$10,742,828
Contribution for six-month period ended November 30, 2020	753,666
Net loss and comprehensive loss for theperiod	(628,797)
Balance, November 30, 2020	$10,867,697

The accompanying notes are an integral part of the carve-out financial statements.

H-7

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

1. BUSINESS ACTIVITIES AND GOING CONCERN

On January 27, 2021, G2 Goldfields Inc. (G2) announced its intention to transfer its Sandy Lake Gold Properties (the “Properties”) to a wholly owned subsidiary, S2 Minerals Inc. (S2). It is further proposed (subject to shareholder approval) to distribute the shares of S2 to the shareholders of G2 on a pro-rata basis. A formal agreement giving effect to the arrangement was signed on February 2, 2021 (note 5).

The COVID-19 outbreak has been declared a pandemic by the World Health Organization. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy, capital markets and the Company’s financial position cannot be reasonably estimated at this time. Currently all communication with the First Nations community is remote and strict quarantine protocols make physical work at the site impossible. The Company is monitoring developments and will adapt its business plans accordingly. The actual and threatened spread of COVID-19 globally could adversely impact the Company’s ability to carry out its plans and raise capital. Explorations activities are currently restricted on the Sandy Lake properties until further notice.

The Company’s carve-out financial statements were authorized for issue by the Board of Directors on February 24, 2021.

2. BASIS OF PREPARATION

The carve-out financial statements reflect the exploration and evaluation expenditures relating to the Sandy Lake, Ontario properties of G2.

The carve-out financial statement have been prepared from the records of G2 and include exploration and evaluation expenditures associated with the Sandy Lake Properties.

G2 acquired the Sandy Lake Properties in early 2017 and these properties were the sole focus of G2 in both 2017 and 2018.

During its fiscal year 2019 considerable effort was expended by G2 to acquire its properties in Guyana, and the Sandy Lake Properties were largely on hold pending discussions with First Nations. Accordingly, a portion of the general and administrative expenditures from G2 for the years ended 2019 and 2020 and the six month periods ended November 30, 2019 and 2020 are included in the carve-out statements of loss and comprehensive loss.

The results do not necessarily reflect what the results of operations, financial position, or cash flows that would have been had the Sandy Lake Properties been a separate entity.

The information reported in the carve-out financial statements are stated in accordance with International Financial Reporting Standards. The functional and presentation currency of these carve-out financial statements is the Canadian dollar.

H-8

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

Carve-out assumptions

1) The carve-out financial statements include 100% of all costs incurred by G2 with respect to the exploration and evaluation activities of the Sandy Lake Properties. See note 3 for the accounting policy regarding the Exploration and Evaluation Assets.
2) The carve-out financial statements include a portion of general and administrative expenditures from the consolidated financial statements of G2 as it is assumed that in order to operate the Sandy Lake Properties on a stand alone basis, general and administrative costs would be incurred as part of the ongoing operations. General and administrative costs were allocated from G2 on the following basis:
a. 100% of the general and administrative expenditures related to operating the Sandy Lake Properties are included in the carve-out financial statements.
b. General and administrative expenditures not directly related to operating the Sandy Lake properties are not included in the carve-out financial statements.
c. 50% of the remaining general and administrative expenditures are included in the carve-out financial statements where judgement is required – refer to above where its noted that G2 has 2 on-going projects.
3) The carve-out financial statements include a portion of accounts payable from the consolidated financial statements of G2 using the same assumptions noted above for general and administrative expenditures.

Use of Estimates and Judgement

The preparation of carve-out financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the carve-out financial statements and the reported amounts of revenue and expenses during the reporting period. Areas requiring significant estimates and judgments by management include, but are not limited to:

Mining interests - the Company capitalizes the exploration and evaluation expenditures in the statement of financial position. Where an indicator of impairment exists, management will perform an impairment test and if the recoverable amount is less than the carrying value, record an impairment charge.
Contingency liability - management believes that the allegations made by Treasury Metals Inc. (formerly Goldeye Explorations Limited) ("Goldeye") are without merit and the Company has defended and intends to continue to defend its position and as such no provision for any potential payment has been expensed.
Carve-out assumptions – Management has used judgement when allocating general and administrative costs from the consolidated financial statements of G2 (see above).

3. SIGNIFICANT ACCOUNTING POLICIES

Overall considerations

The significant accounting policies that have been applied in the preparation of these carve-out financial statements are summarized below. These accounting policies have been used throughout all periods presented in the carve-out financial statements.

H-9

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

(a) Exploration and Evaluation Assets

Exploration and evaluation assets include mining interests

Exploration and evaluation costs, including the cost of acquiring licenses, are capitalized as exploration and evaluation assets on a project-by-project basis pending determination of the technical feasibility and the commercial viability of the project. The capitalized costs are presented as either tangible or intangible exploration and evaluation assets according to the nature of the assets acquired. Capitalized costs include costs directly related to exploration and evaluation activities in the area of interest. General and administrative costs are only allocated to the asset to the extent that those costs can be directly related to operational activities in the relevant area of interest. When a license is relinquished or a project is abandoned, the related costs are recognized in net loss immediately.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) fact and circumstances suggest that the carrying amount exceeds the recoverable amount (see Impairment).

The technical feasibility and commercial viability of extracting a mineral resource is considered to be determinable when proven reserves are determined to exist, the rights of tenure are current and it is considered probable that the costs will be recouped through successful development and exploitation of the area, or alternatively by sale of the property. Upon determination of proven reserves, intangible exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a separate category within tangible assets. Expenditures deemed to be unsuccessful are recognized in net loss immediately. The Company capitalizes all costs to defend title of its mining interests.

Pre-exploration and evaluation expenditures

Exploration and evaluation costs incurred prior to acquiring the right to explore mining interests are expensed as exploration and evaluation costs on a project-by-project basis. If the costs incurred cannot be directly attributed to a project that is going to be pursued beyond the pre-exploration and evaluation stage, they are expensed. Title

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral interests.

(b) Provisions

Provisions are recognized when the entity has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

H-10

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

(c) Financial Instruments

Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of the financial instrument.

Below is a summary showing the classification and measurement bases of the Company’s financial instruments.

nts.
Classification	IFRS 9
Accounts payable and other liabilities	Amortized Cost

Financial assets

Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition. Financial assets recorded at FVTPL

Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss.

Investments recorded at fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis.

Amortized cost

Financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows, and 2) the asset’s contractual cash flows represent "solely payments of principal and interest".

Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

Amortized cost

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.

Financial liabilities recorded FVTPL

Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above.

H-11

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

Subsequent measurement

Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.

Derecognition

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non- cash assets transferred or liabilities assumed, is recognized in profit or loss.

Financial instruments at fair value through profit and loss

Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1: valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(d) Impairment

The carrying amounts of the entities’ non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognized if the carrying amount of a cash-generating unit exceeds its estimated recoverable amount. The recoverable amount of an asset or a cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the assets. Impairment losses are recognized in net loss.

Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.

H-12

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

(e) New Accounting Policies Adopted

IFRS 16 was issued in January 2016 and replaces IAS 17 – Leases as well as some lease related interpretations. With certain exceptions for leases under twelve months in length or for assets of low value, IFRS 16 states that upon lease commencement a lessee recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not restate comparative information but recognise the cumulative effect of initially applying IFRS 16 as an adjustment to opening equity at the date of initial application. IFRS 16 requires that lessors classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise it is an operating lease. Based on the entities’ assessment, this standard does not have a significant impact on its carve-out financial statements.

4. MINERAL PROPERTY INTERESTS

	Sandy Lake
	Property
Balance at May 31, 2018	$ 8,533,346
Additions	1,877,065
Balance at May 31, 2019	$10,410,411
Additions	456,874
Balance May 31, 2020	$10,867,285
Additions	106,329
Balance, November 30, 2020	$10,973,614

Sandy Lake Project, Ontario, Canada

On May 16, 2016, the Company and GPM Metals Inc. ("GPM") entered into a definitive agreement governing a proposed acquisition (the "Acquisition") by the company from GPM of GPM's interests in the Sandy Lake district, Northwestern Ontario. These interests include a 100% interest in 1,421 contiguous claim units known as the "East Block" (the "Additional Interest") as well as GPM's right to earn up to a 70% interest in the Weebigee Project, also known as the "Northwest" claim block (collectively, the "Sandy Lake Property") which are subject to a 1% net smelter returns royalty. In addition, in order to earn up to a 70% interest in the Weebigee Project, the Company is required to complete the following as per the Option Agreement (as defined below):

To exercise the right and option to earn an undivided 50.1% interest ("50.1% Option"):

Make payment of $50,000 (paid by GPM) in cash and issue such number of common shares to Goldeye Explorations Limited (Goldeye) (Goldeye is a wholly owned subsidiary of Treasury Metals Incorporated (TMI)) and shall have an aggregate fair market value of $25,000 (issued by GPM);
Make three additional cash payments of an aggregate total of $500,000 to Goldeye over 3 years ($100,000 paid by GPM, $150,000 paid by the Company in May 2017 and $250,000 paid by the Company in May 2018); and

H-13

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

Complete expenditures on the Weebigee Project of an aggregate total of $5,000,000 over 4 years: i. $500,000 on or prior to the first anniversary;
ii. $1,000,000 on or prior to the second anniversary;
iii. $1,500,000 on or prior to the third anniversary; and iv. $2,000,000 on or prior to the fourth anniversary.

To exercise the right and option to acquire a further 19.9% interest ("70% Option"):

deliver feasibility study to Goldeye on or prior to the date which is five years following the date upon which the Company exercises the 50.1% Option; or
make cash payments to Goldeye and complete exploration expenditures on the Weebigee Project as follows:
i. three cash payments to Goldeye of an aggregate total of $1,500,000 over 2 years;
ii. complete expenditures on the Weebigee Project of $1,000,000 prior to the 1st anniversary of the 70% Option notice date;
iii. complete additional expenditures on the Weebigee Project of $2,000,000 prior to the 2nd anniversary of the 70% Option notice date.

Failure by the Company to meet such requirements can result in a reduction or loss of the Company's ownership interests under the Acquisition.

In the event that the company exercises the 50.1% Option and/or the 70% Option, the company and Goldeye shall be deemed to have formed a new joint venture and shall enter into and deliver a Joint Venture Agreement, which shall govern their relationship in respect of the Weebigee Project. The company will be the operator of the Weebigee Project during the term of the option and the manager of the Weebigee Project following the formation of the joint venture. Under the Joint Venture Agreement, the company and Goldeye will be required to contribute their pro rata share of further expenditures on the Weebigee Project based on their respective percentage interest in the joint venture from time to time on standard industry terms.

During the fiscal year ended 2016, GPM agreed to sell its interests in the Sandy Lake property in consideration of the issuance of 40,000,000 common shares of the company valued at $6,000,000. The Company has accounted for the acquisition as an asset as the asset is not a business It was a condition to the completion of the Acquisition that GPM shall effect a distribution of the consideration shares to its shareholders following the closing of the Acquisition (the "Share Distribution"). The Shares Distribution was effected on September 16, 2016. Following the closing of the Acquisition, the Board of Directors of the company was reconstituted to and consist of five (5) directors, three (3) of which are nominees of the Company and two (2) of which are nominees of GPM.

On April 23, 2016, the Company announced that Goldeye contended that the Additional Interest had become part of the property comprising the Weebigee Project and had become subject to a 50l50 joint venture between GPM and Goldeye, all pursuant to an option agreement between GPM and Goldeye. As Goldeye did not make timely payment to GPM of its pro rata share of the costs of acquiring the Additional Interest as required, the Company has been advised that GPM disagrees with any such assertion that Goldeye has acquired, or has the right to acquire, any rights or interest in the Additional Interest.

On June 21, 2016, the Acquisition was approved by shareholders of the Company and on July 21, 2016, the Acquisition was completed.

On July 27, 2016, the Company announced that an event of force majeure under the option agreement between GPM and Goldeye dated April 15, 2015 relating to the property known as the Weebigee Project

H-14

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

("Option Agreement") was declared. GPM’s rights under the Option Agreement were acquired by the Company pursuant to the Acquisition on July 21, 2016.

The event of force majeure resulted from the positions taken by local First nations and subsequent discussions with the Government of Ontario, which rendered it necessary for the Company to cease all work on the Sandy Lake Project, including the Weebigee Project.

On September 22, 2016, the Company announced that it received a formal notice of arbitration (the "notice") pursuant to the Option Agreement. The notice demands arbitration concerning among other things, the dispute regarding the Additional Interest.

Goldeye alleges that, pursuant to the Option Agreement, 525 of the claim units comprising the Additional Interest have become part of the Weebigee Project, and 896 of the claim units comprising the Additional Interest have become part of a 50/50 joint venture. The company disagreed with these allegations and stated that Goldeye did not complete the exercise of its option to acquire the Additional Interest or make the required payment to GPM of its share of the costs of acquiring the Additional Interest prior to the required date, such that Goldeye has not acquired, and does not have any right to acquire, any rights or interest in the Additional Interest. In addition, the notice sets forth certain ancillary claims made by Goldeye and seeks relief regarding other matters concerning the Weebigee Project including, without limitation (i) a determination that the previously announced event of force majeure does not constitute an event of force majeure under the Option Agreement; and (ii) a determination relating to the validity of certain expenses claimed by GPM in satisfaction of the obligation to incur certain exploration expenditures on the Weebigee Project in accordance with the terms of the Option Agreement.

The company was advised by GPM that it disputes Goldeye's allegations contained in the notice, and the Company has defended Goldeye’s arbitration claims accordingly.

On October 14, 2016, the Company was advised by GPM that it responded to Goldeye’s notice.

On May 8, 2017, the Company received a notice of default pursuant to the Option Agreement. The notice of default alleges that the Company is in default of the Option Agreement as a result of failing to make a cash payment of $150,000 thereunder on or prior to May 5, 2017. As per the notice of default, the Company had 30 days from May 8, 2017 to make the payment. The Company paid the $150,000 on May 24, 2017. In addition, Goldeye provided notice that it is seeking to elect to have four mineral claims recently staked by the Company included as part of the property governed by the Option Agreement.

On September 22, 2017, the Company announced the Arbitral tribunal's decision with regard to the May 8, 2017 hearing on the event of force majeure found that:

A force majeure event under the Option Agreement occurred and was declared on July 27, 2016;
The force majeure event existed continuously, without change, until June7, 2017;
The force majeure event was not within the control of the Company; and
The failure of the Company to comply with its obligations under the Option Agreement to incur the required exploration work expenditures of $1,000,000 by April 15, 2017 was caused by, or arose out of, the force majeure event.

On or about February 9, 2018, the Arbitration panel made a partial award in the company's favour that: (a) the effective date of the Option Agreement is May 5, 2015; and, (b) that as a result of the force majeure, the date by which the Company is required to incur $1,000,000 in exploration work expenditures in accordance with the Option Agreement is June 28, 2018. The $1,000,000 in exploration work expenditures has been completed.

H-15

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

There were a number of findings in the reasons for the award that will assist the Company as it manages its operations, including that (a) the Company can unilaterally communicate and manage the issues on site with the First nations; and (b) Goldeye has no basis under the Option Agreement to control or direct any of the Company's exploration work.

The Arbitration resumed its hearings in January and February 2018 on the remaining matters.

On April 23, 2018, the Company declared an event of force majeure pursuant to the Option Agreement relating to the Property (as defined in the Option Agreement) at the Weebigee Project due to inability to work on or near, or have any access to the land relating to the Property. Furthermore, the Company has ceased all work that requires access to the land relating to the Property. Continuing efforts will be made to resolve this event of force majeure.

On July 6, 2018, the Company received a partial award in the Arbitration Proceedings with Goldeye. The Arbitral Tribunal has ruled in favour of the Company on all substantive issues.The two main issues were the amount of first year expenditures and whether Goldeye exercised an option to participate as a 50% joint venture with the Company in the ownership of a large group of claims staked around the original Weebigee project in 2015. Goldeye, which initiated the proceedings, had alleged that the Company had failed to incur minimum first year expenditures of $500,000 on the Weebigee property as required by the May 2015 option agreement. The Arbitral Tribunal panel ruled that in fact the Company had incurred expenditures of $1,292,130 in the first year.

Significantly, the Tribunal also ruled that Goldeye failed to fulfill the conditions for participating as a joint venturer in the surrounding mineral claim land package of approximately 80,000 acres (2,210 claim units), and that Goldeye has no ownership or any other rights over or interests in these claims.

On January 21, 2019, the Arbitral Panel ruled in favor of the Company on all substantive issues. The company has been awarded $926,960 in costs in the Arbitration Proceedings with TMI (“Cost Award”).

On May 23, 2019, TMI made a payment of $8,016, which represents 50% of the costs of acquisition of 315 newly staked mining claims that was completed in February 2019 by the Company. However, G2 insisted that Goldeye owes the Company the amount of at least $926,960 pursuant to Cost Award dated January 16, 2019 and any amount paid by Goldeye will be applied first to pay its outstanding debt owing pursuant to the Cost Award and thus, cannot constitute any contribution towards the costs of acquisition of 315 mining claims.

On August 6, 2019, a notice of default was sent by Goldeye insisting that the Company has failed to meet its expenditure obligation under the terms of the original option agreement as the Company did not complete expenditures as defined in the agreement, of $1,000,000 and $1,500,000 on or prior to the 2nd and 3rd anniversary of the effective date which was subsequently extended by the arbitration panel’s ruling to June 28, 2018 for the 2nd anniversary deadline and March 16, 2019 for the 3rd anniversary deadline. In addition, Goldeye asserted that the general and administrative expenditures were not accurately calculated.

On September 3, 2019, the Company sent the response letter in connection to the notice of default letter dated August 6, 2019 sent by Goldeye rejecting said claims as described above.

On September 13, 2019, Goldeye made payment for the full amount of the Cost Award ($926,960) but Goldeye insisted that its notice of default dated on August 6, 2019 is still valid.

On September 19, 2019, the Company responded to the September 13, 2019 letter from Goldeye noting that the Company would like to schedule a meeting to resolve the following disputes:

H-16

SANDY LAKE PROPERTIES NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS For the years ended May 31, 2020 and 2019 (Audited) and the six months ended November 30, 2020 (Unaudited)

(expressed in Canadian dollars)

the timing for the second and third anniversaries of the effective date particulars of the expenditures incurred by the Company, including the percentage of general and administrative expenditures to be included;
the amount the Company is required to pay to Goldeye to cure its default; and
the requirement to communicate any and all discussions with First Nations as it relates to the Option Agreement.

On July 14, 2020, the Company notified Goldeye that it had completed the $5,000,000 expenditures in accordance with the terms of the Option agreement.

On August 17, 2020, the Company notified Goldeye that it exercises its option to acquire a 50.1% interest in the properties and to initiate the formation of a joint venture in accordance with the option agreement.

Goldeye has accepted that the expenditure commitments have been met and accordingly entered into a joint venture agreement with the Company on November 9, 2020. The agreement sets out the party’s respective interests in the joint venture, being 50.1% owned by the Company. Title to the mineral claims has been transferred to the Company as required by the agreement and the Company has been appointed Manager of the project.

5. SUBSEQUENT EVENTS

On February 2, 2021 the G2 and S2 entered into an arrangement agreement, subject to shareholder approval to transfer its entire interest in G2’s Sandy Lake properties to S2, at the time its wholly owned subsidiary.

Under the terms of the agreement G2 has undertaken to take back S2 common shares and distribute them pro-rata to its shareholders. As part of the arrangement S2 will issue rights to the holders of its common shares post arrangement, allowing them to purchase additional shares of S2 to raise proceeds of $1.2 million. Mr. Sheridan, together with Mr. Noone have agreed to subscribe for any unexercised rights sufficient to raise the $1.2 million.

H-17

SCHEDULE “I”

CORPORATE GOVERNANCE DISCLOSURE FOR S2 MINERALS INC.

The Canadian Securities Administrators have published National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”), setting forth guidelines for effective corporate governance and corresponding disclosure requirements. NP 58-201 contains guidelines concerning matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. NI 58-101 requires disclosure by each corporation of its approach to corporate governance annually, as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

Set out below is a description of S2’s approach to corporate governance as required pursuant to NI 58-101.

1. Board of Directors

The S2 Board is currently comprised of five directors. The S2 Board has considered the independence of each of its directors under NI 52-110 – Audit Committees and has concluded that each of its directors are independent for S2 Board purposes other than Mr. Sheridan and Mr. Noone as a result of their roles as officers of S2. To be considered independent for S2 Board purposes, the S2 Board must conclude that a director does not have either a direct or indirect material relationship with S2 which, in the view of the S2 Board, could be reasonably expected to interfere with the exercise of the director’s independent judgement.

The basis for this determination is that, since the incorporation of S2 on November 30, 2020, none of the directors other than Messrs. Sheridan and Noone have worked for S2, received remuneration from S2 or had material contracts with or material interests in S2 which could interfere with their ability to act with a view to the best interests of S2.

The S2 Board has taken steps to ensure that adequate structures and processes will be in place to permit it to function independently of management of S2. The independent directors hold in camera sessions without management present at meetings of the S2 Board, when considered necessary.

2. Directorships

Certain of the directors of S2 are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
J. Patrick Sheridan	N/A
Daniel Noone	GPM Metals Inc., Nighthawk Gold Corp.
Stephen Stow	Amarillo Gold Corporation, Lumina Gold Corp.
Bruce Rosenberg	GPM Metals Inc.
Kieran Prashad	Aurora Royalties Inc., Sheridan Brothers Trust

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3. Orientation and Continuing Education

The S2 Board does not have a formal orientation or education program for its members. The S2 Board’s continuing education is typically derived from correspondence with S2’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, board members have historically been nominated who are familiar with S2 and the nature of its business.

4. Ethical Business Conduct

The S2 Board monitors the ethical conduct of S2 and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The S2 Board has adopted a written code of business conduct and ethics (the “ Code ”) for S2’s directors, officers, employees and consultants. In terms of the S2 Board monitoring compliance with the Code, those to whom it applies are required to report any actual or potential violation of the Code or of any law or regulation and to cooperate with any investigation by S2. The S2 Board has also adopted a whistleblower policy which requires every employee to report any evidence of activity by any officer, director, employee or consultant, that among other things, constitutes unethical business conduct in violation of any S2 policy, such as the Code.

In addition, pursuant to the Canada Business Corporations Act , the directors and officers of S2 are required, in exercising their powers and discharging their duties to S2, to act honestly and in good faith with a view to the best interests of S2. A director or officer of S2 who is a party to a material contract or transaction or proposed material contract or transaction with S2 or who is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with S2 is required to disclose the nature and extent of his interest to S2. If such a conflict of interest is disclosed by a director, such director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction, except in very limited circumstances.

5. Nomination of Directors

The Compensation Committee is responsible for the nominating and corporate governance procedures of S2.

With respect to the director recruitment in general, the Compensation Committee is responsible for: (a) conducting an analysis of the collection of tangible and intangible skills and qualities necessary for an effective S2 Board given S2’s current operational and financial condition, the industry in which it operates and the strategic outlook of S2; (b) periodically comparing the tangible and intangible skills and qualities of the existing S2 Board members with the analysis of required skills and identifying opportunities for improvement; and (c) recommending, as required, changes to the selection criteria used by the S2 Board to reflect the needs of the S2 Board. Nominees are to be selected for qualities such as integrity, business judgment, independence, business or professional expertise, international experience, residency and familiarity with geographic regions relevant to S2’s strategic priorities. Additional considerations include: (a) the competencies and skills that the S2 Board considers to be necessary for the S2 Board, as a whole, to possess; (b) the competencies and skills that the S2 Board considers each existing director to possess; and (c) the competencies and skills each new nominee will bring to the boardroom.

6. Compensation

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The S2 Board has established the Compensation Committee which is currently comprised of three directors, namely Messrs. Rosenberg, Prashad and Stow, all of whom are considered “independent” for Compensation Committee purposes.

The overall objectives of S2’s compensation program relating to compensation matters include the following:

reviewing S2’s overall compensation philosophy;
reviewing and approving corporate goals and objectives relevant to CEO compensation (taking into account both short-term and long-term compensation goals) and evaluating the CEO’s performance in light of stated corporate goals and objectives;
reviewing succession planning for the CEO;
in consultation with the CEO, overseeing the evaluation of S2’s executive officers and determining the compensation of executive officers other than the CEO;
reviewing the adequacy, amount and form of compensation paid to each director (and considering whether such compensation realistically reflects the time commitment, responsibilities and risks of directors);
reviewing the incentive compensation plans; and
reviewing the equity-based compensation plans, including the designation of those who may participate in such plans and the issuance of options in accordance with such plans.

The Compensation Committee will engage and compensate any outside adviser that it determines to be necessary or advisable to carry out its duties. The Compensation Committee reviews compensation paid to directors and officers of companies of similar industries, size and stage of development, and makes such other enquiries deemed necessary on a case-by-case basis, in order to determine appropriate compensation levels for the directors and officers of S2.

7. Diversity Disclosure

S2’s senior management and the members of the S2 Board have diverse backgrounds and expertise and were selected on the belief that S2 and its stakeholders would benefit from such a broad range of talent and experiences. The S2 Board considers merit as the key requirement for board and executive appointments, and as such, it has not adopted any target number or percentage, or a range of target numbers or percentages, respecting the representation of women, Indigenous peoples, persons with disabilities, or members of visible minorities (collectively, “members of designated groups”) on the S2 Board or in senior management roles. S2 has not adopted a written diversity policy and seeks to attract and maintain diversity at the executive and board of directors’ levels informally through the recruitment efforts of management in discussion with directors prior to proposing nominees to the S2 Board as a whole for consideration.

Although the level of representation of members of designated groups is one of many factors taken into consideration in making Board and executive officer appointments, emphasis is placed on hiring or advancing the most qualified individuals. As at the date of this Circular, no members of designated groups currently hold positions on the S2 Board or in senior management.

8. Director Term Limits

S2 does not have a policy that limits the term of the directors on its Board and has not provided other mechanisms of board renewal. At this time, the S2 Board does not believe that it is in the best interest of

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S2 to establish term limits on a director’s mandate or a mandatory retirement age. The S2 Board is of the opinion that term limits may disadvantage S2 through the loss of beneficial contributions of directors who have developed increasing knowledge of S2, its operations, and the industry over a period of time.

9. Other Committees

The S2 Board has no standing committees other than the Audit Committee and Compensation Committee.

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SCHEDULE “J”

S2 MINERALS INC. STOCK OPTION PLAN

1. Purpose

The purpose of this stock option plan (the “ Plan ”) is to promote the Company’s profitability and growth by facilitating the efforts of the Company and its subsidiaries to obtain and retain key individuals. The Plan provides an incentive for and encourages ownership of Common Shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Common Shares.

2. Administration

The Plan is administered by the board of directors (the “ Board ”) or its designee committee of directors of the board (the “ Committee ”), which has full authority with respect to the granting of all options thereunder subject to the requirements of the Canadian Securities Exchange (“ CSE ”) or other applicable stock exchange.

3. Shares Subject to Plan

Subject to adjustment under the provisions of Section 11 hereof, the aggregate number of Common Shares which may be issued and sold under the Plan will not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time. The total number of Common Shares which may be reserved for issuance to any one individual under the Plan within any one year period shall not exceed 5% of the total number of Common Shares issued and outstanding at the time of the grant unless the Company obtains disinterested shareholder approval. The Company shall not, upon the exercise of any option, be required to issue or deliver any Common Shares prior to (a) the admission of such Common Shares to listing on any stock exchange on which the Common Shares may then be listed, and (b) the completion of such registration or other qualification of such Common Shares under any law, rules or regulation as the Board or the Committee shall determine to be necessary or advisable. If any Common Shares cannot be issued to any optionee for any reason, the obligation of the Company to issue such Common Shares shall terminate and any option exercise price paid to the Company shall be returned to the optionee. Common Shares subject to but not issued or delivered under an option (each, an “ Option ”) which expires or terminates shall again be available for issuance under the Plan.

4. Eligibility

Options shall be granted only to Eligible Persons, any registered savings plan established by an Eligible Person or any company wholly-owned by an Eligible Person. The term “ Eligible Person ” means:

(a) a senior officer or director of the Company or any of its subsidiaries;
(b) either:
(i)an individual who is considered an employee under the Income Tax Act (Canada) ,

(ii)an individual who works full-time for the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source, or

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(iii)an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source,

any such individual, an “Employee” ;

(c) an individual employed by a company, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual (a “Corporation”) or an individual (together with a Corporation, a “Person”) providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities (as hereafter defined) (a “Management Company Employee”);
(d) an individual (or a company or partnership of which the individual is an employee, shareholder or partner), other than an Employee, Management Company Employee, director or senior officer, who:
(i) provides ongoing consulting services to the Company or an Affiliate of the Company under a written contract;
(ii) possesses technical, business or management expertise of value to the Company or an Affiliate of the Company;
(iii) spends a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company;

(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company; and does not engage in Investor Relations Activities (as hereafter defined) any such individual, a “ Consultant ”;

(e) an individual (or a company or partnership of which the individual is an employee, shareholder or partner), other than an Employee, Management Company Employee, director or senior officer, that falls within the definition of Consultant contained in subsections 4(d)(i) through (iv) which provides Investor Relations Activities (an “ Investor Relations Consultant ”); or
(f) a Person that falls within the definition of Eligible Person contained in any of subsections 4(a), (b) or (c) which provides Investor Relations Activities (an “ Investor Relations Person ”).

For purposes of the foregoing, a company is an “ Affiliate ” of another company if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same Person.

The term “ Investor Relations Activities ” means any activities or oral or written communications, by or on behalf of the Company or shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company;

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(i) to promote the sale of products or services of the Company, or
(ii) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(b) activities or communications necessary to comply with the requirements of;
(i) applicable securities laws, policies or regulations,
(ii) the rules, and regulations of the CSE or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Company;
(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if;
- (A) the communication is only through the newspaper, magazine or publication, and
- (B) the publisher or writer received no commission or other consideration other than for acting in the capacity of publisher or writer; or
(c) activities or communications that may be otherwise specified by the CSE.

For Options granted to Employees, Consultants, Management Company Employees or Investor Relations Persons, the Company must represent that the optionee is a bona fide Employee, Consultant, Management Company Employee or Investor Relations Person as the case may be.

The terms “ insider ”, “ controlled ” and “ subsidiary ” have the meanings given to them in the Securities Act (Ontario) from time to time.

Subject to the foregoing, the Board or the Committee, as applicable, shall have full and final authority to determine the persons who are to be granted Options under the Plan and the number of Common Shares subject to each Option.

5. Limits with respect to Consultants and Investor Relations Persons

(a) The maximum number of Options which may be granted to any one Consultant within any one year period must not exceed in the aggregate 2% of the Common Shares issued and outstanding at the time of the grant; and
(b) The maximum number of Options which may be granted to Persons employed to provide Investor Relations Activities within any 12 month period must not exceed, in the aggregate, 2% of the Common Shares issued and outstanding at the time of the grant.

6. Price

The purchase price (the “ Price ”) for the Common Shares under each Option shall be determined by the Board or the Committee, as applicable, on the basis of the market price, where “market price” shall mean the prior trading day closing price of the Common Shares on any stock exchange on which the Common Shares are listed or last trading price on the prior trading day on any dealing network where the

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Common Share trade, and where there is no such closing price or trade on the prior trading day, “market price” shall mean the average of the daily high and low board lot trading prices of the Common Shares on any stock exchange on which the shares are listed or dealing network on which the Common Shares trade for the five immediately preceding trading days. In the event the Common Shares are listed on the CSE, the price may be the market price less any discounts from the market price allowed by the CSE, subject to a minimum price of $0.10. In the event the Common Shares are not listed on any exchange and do not trade on any dealing network, the market price will be determined by the Board. The approval of disinterested shareholders will be required for any reduction in the Price of a previously granted Option to an insider of the Company.

7. Period of Option and Rights to Exercise

Subject to the provisions of this Section 7 and Section 8, 9 and 16 below, Options will be exercisable in whole or in part, and from time to time, during the currency thereof. Options shall not be granted for a term exceeding ten years. The Common Shares to be purchased upon each exercise of any Option (the “ Optioned Shares ”) shall be paid for in full at the time of such exercise. Except as provided in Sections 8, 9 and 16 below, no Option may be exercised unless the optionee is then a service provider for the Company.

8. Cessation of Provision of Services

Subject to Section 9 below, if any optionee ceases to be an Eligible Person of the Company for any reason (whether or not for cause) the optionee may, but only within the period of ninety days, or thirty days if the Eligible Person is an Investor Relations Person, next succeeding such cessation (unless either such ninety or thirty day period is extended by the Board or the Committee, as applicable, up to a maximum of one year from the date of such cessation), and in no event after the expiry date of the Option, exercise the Option. The Company shall be under no obligation to give an optionee notice of termination of an Option.

9. Death of Optionee

In the event of an optionee’s death during the currency of the optionee’s Option, the Option shall be exercisable within the period of one year next succeeding the optionee’s death and in no event after the expiry date of the Option.

10. Non-Assignability And Non-Transferability Of Option

An Option granted under the Plan shall be non-assignable and non-transferrable by an optionee otherwise than by will or by the laws of descent and distribution, and such Option shall be exercisable, during an optionee’s lifetime, only by the optionee.

11. Adjustments in Shares Subject to Plan

The aggregate number and kind of shares available under the Plan shall be appropriately adjusted in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Company. The Options granted under the Plan may contain such provisions as the Board or the Committee, as applicable, may determine with respect to adjustments to be made in the number and kind of shares covered by such Options and in the Price in the event of any such change. If there is a reduction in the Price of the Options of an insider of the Company, the Company will be required to obtain approval from disinterested shareholders.

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12. Amendment and Termination of Plan

The Board or the Committee, as applicable, may at any time amend or terminate the Plan, but where amended, such amendment is subject to regulatory approval.

13. Effective Date of the Plan

The Plan becomes effective on the date of its approval by the Company’s shareholders.

14. Evidence of Options

Each Option granted under the Plan shall be embodied in a written option agreement between the Company and the optionee which shall give effect to the provisions of the Plan.

15. Exercise of Options

Subject to the provisions of the Plan and the particular Option, an Option may be exercised from time to time by delivering to the Company at its registered office a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in cash or certified cheque for the full amount of the Price of the Common Shares then being purchased.

Upon receipt of a certificate of an authorized officer directing the issue of Common Shares purchased under the Plan, the transfer agent is authorized and directed to issue and countersign share certificates for the Optioned Shares in the name of such optionee or the optionee’s legal personal representative or as may be directed in writing by the optionee’s legal personal representative.

16. Vesting Restrictions

Options issued under the Plan may vest at the discretion of the Board or the Committee, as applicable, provided that if required by any stock exchange on which the Common Shares trade, options issued to Investor Relations Persons or Investor Relations Consultants must vest in stages over not less than 12 months with no more than 25% of the Options vesting in any three month period.

17. Notice of Sale of All or Substantially All Shares or Assets

If at any time when an Option granted under this Plan remains unexercised with respect to any Optioned Shares:

(a) the Company seeks approval from its shareholders for a transaction which, if completed, would constitute an Acceleration Event; or
(b) a third party makes a bona fide formal offer or proposal to the Company or its shareholders which, if accepted, would constitute an Acceleration Event;

the Company shall notify the optionee in writing of such transaction, offer or proposal as soon as practicable and, provided that the Board or the Committee, as applicable, has determined that no adjustment shall be made pursuant to Section 11 hereof, (i) the Board or the Committee, as applicable, may permit the optionee to exercise the Option, as to all or any of the Optioned Shares in respect of which such Option has not previously been exercised (regardless of any vesting restrictions) during the period specified in the notice (but in no event later than the expiry date of the Option), so that the optionee may participate in such transaction, offer or proposal; and (ii) the Board or the Committee, as applicable, may require the

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acceleration of the time for the exercise of the said Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

For these purposes, an “Acceleration Event” means:

(a)the acquisition by any “offeror” (as defined in Part XX of the Securities Act (Ontario)) of beneficial ownership of more than 50% of the outstanding voting securities of the Company, by means of a take-over bid or otherwise;

(b)any consolidation or merger of the Company in which the Company is not the continuing or surviving company or pursuant to which shares of the Company would be converted into cash, securities or other property, other than a merger of the Company in which shareholders immediately prior to the merger have the same proportionate ownership securities of the surviving company immediately after the merger;

(c)any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or

(d)the approval by the shareholders of the Company of any plan of liquidation or dissolution of the Company.

18. Rights Prior to Exercise

An optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Optioned Shares in respect of which the optionee shall have exercised the Option to purchase hereunder and which the optionee shall have actually taken up and paid for.

19. Taxes

The Company shall have the power and the right to deduct or withhold, or require an optionee to remit to the Company, the required amount to satisfy federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan, including the grant or exercise of any Option granted under the Plan. With respect to any required withholding, the Company shall have the irrevocable right to, and the Optionee consents to, the Company setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Company to the optionee (whether arising pursuant to the optionee's relationship as a director, officer, Employee or Consultant of the Company or otherwise), or may make such other arrangements that are satisfactory to the Optionee and the Company. In addition, the Company may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Common Shares issuable upon exercise of the Options as it determines are required to be sold by the Company, as trustee, to satisfy any withholding obligations net of selling costs. The optionee consents to such sale and grants to the Company an irrevocable power of attorney to effect the sale of such Common Shares issuable upon exercise of the Options and acknowledges and agrees that the Company does not accept responsibility for the price obtained on the sale of such Common Shares issuable upon exercise of the Options.

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20. Governing Law

This Plan shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province, and shall be in accordance with all applicable securities laws.

21. Expiry of Option

On the expiry date of any Option granted under the Plan, and subject to any extension of such expiry date permitted in accordance with the Plan, such Option hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the optioned shares in respect of which the Option has not been exercised.

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SCHEDULE “K”

S2 MINERALS INC. RESTRICTED SHARE UNIT PLAN

ARTICLE I INTRODUCTION

1.1 Purpose of Plan

This Plan provides for the granting of Restricted Share Unit Awards and payment in respect thereof through the issuance of one Share from treasury of the Company per Restricted Share Unit (subject to adjustments), subject to obtaining the approval of the Stock Exchange and the Required Shareholder Approval, for services rendered, for the purpose of advancing the interests of the Company.

1.2 Definitions

(a) “ Act ” means the Canada Business Corporations Act , or its successor, as amended, from time to time.
(b) “ Affiliate ” means any Company that is an affiliate of the Company as defined in National Instrument 45-106 – Prospectus Exemptions , as may be amended from time to time.
(c) “ Associate ” with any person or company, is as defined in the Securities Act, as may be amended from time to time.
(d) “ Board ” means the board of directors of the Company, or any committee of the board of directors to which the duties of the board of directors hereunder are delegated.
(e) “ Change of Control ” means the occurrence of any one or more of the following events:
(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its Affiliates and another corporation or other entity, as a result of which the holders of Shares immediately prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation immediately after completion of the transaction;
(ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets, rights or properties of the Company and its Subsidiaries on a consolidated basis to any other person or entity, other than transactions among the Company and its Subsidiaries;
(iii) a resolution is adopted to wind-up, dissolve or liquidate the Company;
(iv) any person, entity or group of persons or entities acting jointly or in concert (the “ Acquiror ”) acquires, or acquires control (including, without limitation, the power to vote or direct the voting) of, voting securities of the Company which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Company's outstanding voting securities which may be cast to elect Directors of the Company or the successor corporation (regardless of whether a meeting has been called to elect Directors);

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(v) as a result of or in connection with: (A) a contested election of Directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its Affiliates and another corporation or other entity (a “ Transaction ”), fewer than 50% of the Directors of the Company are persons who were Directors of the Company immediately prior to such Transaction; or
(vi) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

For the purposes of the foregoing definition of Change of Control, “ voting securities ” means Shares and any other shares entitled to vote for the election of Directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of Directors but are convertible into or exchangeable for shares which are entitled to vote for the election of Directors, including any options or rights to purchase such shares or securities.

(f) “ Committee ” means the Board or the Governance, Nominating & Compensation Committee or, if the Board so determines in accordance with Section 0 of the Plan, any other committee of Directors of the Company authorized to administer the Plan from time to time.
(g)
“ Company ” means S2 Minerals Inc. and includes any successor corporation thereof.
(a) “ Consultant ” means, in relation to the Company, an individual or a Consultant Company, other than an Employee, Director or Officer of the Company, that:
- (i) is engaged to provide on a continuous bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution;
- (ii) provides the services under a written contract between the Company or the Affiliate and the individual or the Consultant Company;
- (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and
- (iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.
(b) “ Consultant Company ” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner.
(c)
“ CSE ” means the Canadian Securities Exchange.
(d) “ Deferred Payment Date ” for a Participant means the date after the Maturity Date which is either (A) the earlier of (i) the last date to which the Participant has elected to defer receipt of Shares in accordance with Section 3.3 of this Plan; and (ii) the date of the Participant’s Retirement, Resignation, Termination with Cause or Termination Without

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Cause or a Change of Control of the Company, or (B) such other date as may be determined by the Committee.

(e) “ Director ” means a director of the Company or any of its Subsidiaries.
(m) “ Disability ” means where the Participant: (i) is to a substantial degree unable, due to illness, disease, affliction, mental or physical disability or similar cause, to fulfill his or her obligations as an officer or employee of the Company either for any consecutive 12 month period or for any period of 18 months (whether or not consecutive) in any consecutive 24 month period; or (ii) is declared by a court of competent jurisdiction to be mentally incompetent or incapable of managing his affairs.
(n) “ Employee ” means an individual who is a bona fide employee of the Company or of any Subsidiary of the Company and includes a bona fide permanent part-time employee of the Company or any Subsidiary of the Company.
(o) “Grant Agreement” means an agreement between the Company and a Participant substantially in the form set out as Schedule “A”, as amended by the Committee from time to time.
(p) “ Grant Date ” means the effective date that a Restricted Share Unit is awarded to a Participant under this Plan, as evidenced by a Grant Agreement.
(q) “ Insider ” has the meaning given to such term in the Securities Act.
(r) “ Management Company Employee ” means an individual who is a bona fide employee of a company providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company.
(s) “ Market Price ” as at any date in respect of the Shares shall be the closing price of the Shares on the CSE or, if the Shares are not listed on the CSE, on the principal stock exchange on which such Shares are traded, on the trading day immediately preceding the applicable date. In the event that the Shares are not then listed and posted for trading on a stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Committee in its sole discretion.
(t) “ Maturity Date” means the date that a Restricted Share Unit is eligible for payment, as determined by the Committee in its sole discretion in accordance with the Plan and as outlined in the Grant Agreement with the Participant.
(u) “ Officer ” means a senior officer of the Company or any of its Subsidiaries.
(v) “ Participant ” means an Employee, Director or Officer of the Company or any of its Subsidiaries or Affiliates, or any Consultant or Management Company Employee to whom Restricted Share Units are granted hereunder unless otherwise determined by the Committee, and, except in relation to a Consultant Company, includes a company that is wholly-owned by such persons.
(w) “ Plan ” means this Restricted Share Unit Plan, as may be amended from time to time.

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(x) “ Qualifying Participant” means a Participant (i) who is a resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) who is designated as a Qualifying Participant in the Participant’s Grant Agreement, provided that the Participant is not a U.S. Taxpayer.
(y) “ Required Shareholder Approval ” means the approval of this Plan by the shareholders of the Company, in accordance with the requirements of the Stock Exchange.
(z) “ Resignation ” means with respect to a Participant who is:
(i) an Officer or Employee, the cessation of employment as a result of resignation;
(ii) a Director, the cessation of service on the board of directors as a result of either resignation or failure to be nominated or re-elected at a meeting of shareholders; or
(iii) a Consultant, the cessation of the provision of consulting services as a result of resignation,

in each case with respect to the Company or any of its Subsidiaries or Affiliates, and other than as a result of Retirement.

(aa) “ Restricted Share Unit ” means a unit credited by means of an entry on the books of the Company to a Participant, representing the right to receive one Share (subject to adjustments) issued from treasury.
(bb) “ Restricted Share Unit Award ” means an award of Restricted Share Units under this Plan to a Participant.
(cc) “ Retirement ” means the Participant ceasing to be an Employee, Officer, Consultant or Director (whether as a result of a determination not to stand for re-election or otherwise) of the Company or any of its Subsidiaries or Affiliates in accordance with the retirement policies of the Company or any of its Subsidiaries or Affiliates, if any, or such other time as the Company may agree with the Participant.
(dd) “ Securities Act ” means the Securities Act , R.S.O. 1990, Chapter S.5, as amended from time to time.
(ee) “ Shares ” means the common shares in the capital of the Company.
(ff) “ Stock Exchange ” means the CSE, or if the Shares are not listed on the CSE, such other stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, then on the over-the-counter market.
(gg) “ Subsidiary ” means a corporation which is a subsidiary of the Company defined under the Securities Act.
(hh) “ Termination With Cause ” means the termination of employment (as an Officer or Employee) of the Participant with cause by the Company or any of its Subsidiaries or Affiliates (and does not include Resignation or Retirement).

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(ii) “ Termination Without Cause ” means the termination of employment (as an Officer or Employee) of the Participant without cause by the Company or any of its Subsidiaries or Affiliates (and does not include Resignation or Retirement) and, in the case of an Officer, includes the removal of or failure to reappoint the Participant as an Officer of the Company or any of its Subsidiaries or Affiliates.
(jj) “ U.S. Taxpayer ” means a Participant who is a U.S. citizen, U.S. permanent resident or U.S. tax resident or a Participant for whom a benefit under this Plan would otherwise be subject to U.S. taxation under the U.S. Internal Revenue Code of 1986, as amended, and the rulings and regulations in effect thereunder.
1.3 The headings of all articles, sections and paragraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.
1.4 Whenever the singular or masculine are used in this Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.
1.5 The words "herein”, "hereby”, "hereunder”, "hereof” and similar expressions mean or refer to this Plan as a whole and not to any particular article, section, paragraph or other part hereof.
1.6 Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.

ARTICLE II ADMINISTRATION OF THE PLAN

2.1 Administration

This Plan shall be administered by the Committee and the Committee shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Committee may deem necessary in order to comply with the requirements of this Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Company. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Committee shall, in addition to their rights as Directors of the Company, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith. The appropriate Officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

Notwithstanding anything to the contrary in the Plan, the provisions of Schedule “B” shall apply to Restricted Share Unit Awards granted to a Participant who is a U.S. Taxpayer.

2.2 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be exercised by a committee of the Board, including the Committee.

2.3 Register

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The Company shall maintain a register in which it shall record the name and address of each Participant and the number of Restricted Share Units (and their corresponding key conditions and Maturity Date) awarded to each Participant.

2.4 Participant Determination

The Committee shall from time to time determine the Participants who may participate in this Plan. The Committee shall from time to time, and subject to any applicable blackout period, determine the Participants to whom Restricted Share Units shall be granted and the number, provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of this Plan.

ARTICLE III RESTRICTED SHARE UNIT AWARDS

3.1 General

This Plan is hereby established for the Employees, Directors and Officers of the Company and any of its Subsidiaries and Affiliates, and for individuals retained as Consultants to the Company or Management Company Employees, as may be determined by the Committee.

3.2 Restricted Share Unit Awards

A Restricted Share Unit Award and any applicable vesting conditions may be made for a particular Participant as determined in the sole and absolute discretion of the Committee with the agreement of the Participant and must be confirmed by a Grant Agreement signed by the Company and the Participant. The number of Restricted Share Units awarded by the Committee will be determined and will be credited to the Participant’s account, effective as of the Grant Date. The Restricted Share Units will be settled by way of the issuance of Shares from treasury as soon as practicable following the Maturity Date or, if applicable, a Deferred Payment Date selected by a Qualifying Participant, or as otherwise may be determined by the Committee, unless otherwise provided under this Plan.

For the avoidance of doubt, a Participant will have no right or entitlement whatsoever to receive any Shares until the Maturity Date or, if applicable, a Deferred Payment Date.

3.3 Deferred Payment Date

A Qualifying Participant may elect to defer to receive all or any part of their Shares following the Maturity Date until a Deferred Payment Date.

Qualifying Participants who elect to set a Deferred Payment Date must give the Company written notice of the Deferred Payment Date not later than fifteen (15) days prior to the Maturity Date or any subsequent Deferred Payment Date unless otherwise agreed to by the Committee. For certainty, Qualifying Participants shall not be permitted to give any such notice after the day which is fifteen (15) days prior to the Maturity Date or any subsequent Deferred Payment Date unless otherwise agreed to by the Committee. Qualifying Participants may continue to defer settlement of their Restricted Share Units and receipt of any Shares provided a written notice of a Deferred Payment Date is given to the Company in accordance with the foregoing terms unless earlier settlement of such Restricted Share Units is otherwise provided for under this Plan.

In the event of the Retirement, Resignation, Termination with Cause or Termination Without Cause of the Qualifying Participant or a Change of Control following the Maturity Date and prior to a Deferred Payment Date, the Qualifying Participant shall be entitled to receive and the Company shall issue forthwith the

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applicable Shares in settlement of the Restricted Share Units then held by the Qualifying Participant that have vested.

3.4 Dividends

In the event a cash dividend is paid to shareholders of the Company on the Shares while a Restricted Share Unit is outstanding, each Participant will be credited with additional Restricted Share Units (subject to the limitations set forth in Section 3.11 hereof). In such case, the number of additional Restricted Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units in the Participant’s account on the record date had been Shares divided by the Market Price of a Share on the date on which dividends were paid by the Company. If the foregoing shall result in a fractional Restricted Share Unit, the fraction shall be disregarded.

The additional Restricted Share Units will vest and be settled on the Participant’s Maturity Date or, if applicable, a Deferred Payment Date of the particular Restricted Share Unit Award to which the additional Restricted Share Units relate.

3.5 Change of Control

In the event of a Change of Control, all unvested Restricted Share Units outstanding shall automatically and immediately vest on the date of such Change of Control. Upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for their Shares.

3.6 Death or Disability of Participant

Subject to the Board determining otherwise, in the event of:

(a) the death of a Participant, any unvested Restricted Share Units held by such Participant will automatically vest on the date of death of such Participant and the Shares underlying all Restricted Share Units held by such Participant will be issued to the Participant’s estate as soon as reasonably practical thereafter; or
(b) the Disability of a Participant (as may be determined in accordance with the policies, if any, or general practices of the Company or any Subsidiary), any unvested Restricted Share Units held by such Participant will automatically vest on the date on which the Participant is determined to be totally disabled and the Shares underlying the Restricted Share Units held will be issued to the Participant as soon as reasonably practical thereafter,

however in no event shall the Maturity Date of any such Restricted Share Units be extended beyond the date which is twelve months following the death of Disability of the Participant, as applicable.

3.7 Retirement

Subject to the Board determining otherwise, in the event of Retirement of a Participant, any unvested Restricted Share Units held by such Participant will automatically vest on the date of Retirement and the Shares underlying such Restricted Share Units will be issued to the Participant as soon as reasonably practical thereafter, provided however in no event shall the Maturity Date of any such Restricted Share Units be extended beyond the date which is twelve months following the Retirement of the Participant.

3.8 Termination Without Cause

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Subject to the Board determining otherwise, in the event of Termination Without Cause of a Participant, any unvested Restricted Share Units will vest in accordance with their normal vesting schedule, if any, unless otherwise stipulated in the Participant’s Grant Agreement, provided however in no event shall the Maturity Date of any such Restricted Share Units be extended beyond the date which is twelve months following the Termination Without Cause of the Participant.

For greater certainty, the date of Termination Without Cause shall mean the date the Participant ceases providing services to the Company or an Affiliate, as determined by the Company, regardless of the reasons therefore and, for greater clarity, such date shall be as specified in the notice of termination from the Company or an Affiliate and shall not include or be deemed to include any period of notice of termination to which the Participant may be entitled under contract, statute, common law or otherwise.

3.9 Termination With Cause or Resignation

In the event of Termination With Cause or the Resignation of a Participant, all of the Participant’s Restricted Share Units that have not yet vested shall become void and the Participant shall have no entitlement and will forfeit any rights to any issuance of Shares under this Plan with respect to the unvested Restricted Share Units, except as may otherwise be stipulated in the Participant’s Grant Agreement or as may otherwise be determined by the Committee in its sole and absolute discretion, provided however in no event shall the Maturity Date of any such Restricted Share Units be extended beyond the date which is twelve months following the Termination With Cause or the Resignation of the Participant, as applicable. Restricted Share Units that have vested but that are subject to a Deferred Payment Date shall be issued forthwith following the Termination with Cause or the Resignation of the Participant.

3.10 Restricted Share Unit Grant Agreement

Each grant of a Restricted Share Unit under this Plan shall be evidenced by a Grant Agreement. Such Grant Agreement shall be subject to all applicable terms and conditions of this Plan and may include any other terms and conditions which are not inconsistent with this Plan and which the Committee deems appropriate for inclusion in a Grant Agreement. The provisions of Grant Agreement issued under this Plan need not be identical.

3.11 Maximum Number of Shares

The maximum number of Shares available for issuance from treasury under this Plan shall be the lesser of (i) 2,510,000 Shares; and (ii) such number of Shares, when combined with all other Shares subject to grants made under the Company’s other share compensation arrangements (pre-existing or otherwise, and including the Company’s stock option plan) (the “ Other Share Compensation Arrangements ”), as is equal to 10% of the aggregate number of Shares issued and outstanding from time to time, in each case subject to adjustments pursuant to Section 0. In the event that a Restricted Share Unit is cancelled or terminated without issuance of the underlying Share, the underlying Share shall automatically be available for the grant of another Restricted Share Unit under this Plan.

The grant of Restricted Share Units under the Plan is subject to a restriction such that (i) the number of Restricted Share Units granted to Insiders of the Company within any one (1) year period, and (ii) the number of Shares reserved for issuance under Restricted Share Units granted to Insiders of the Company at any time, in each case under the Plan when combined with all of the Other Share Compensation Arrangements, shall not exceed 10% of the Company's total issued and outstanding Shares, respectively. For greater certainty, the number of Shares outstanding shall mean the number of Shares outstanding on a non-diluted basis on the date immediately prior to the proposed Grant Date.

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The total number of Restricted Share Units granted to any one individual under the Plan within any one year period shall not exceed 5% of the total number of Shares issued and outstanding at the Grant Date. The maximum number of Restricted Share Units which may be granted to any one Consultant within any one year period must not exceed in the aggregate 2% of the Shares issued and outstanding as at the Grant Date.

3.12 Settlement of Restricted Share Units

For greater certainty, notwithstanding any provision of this Plan the Company shall not have the right to settle any Restricted Share Units for non-share consideration.

ARTICLE IV GENERAL

4.1 Effectiveness

The Plan shall be effective only upon the approval of both the board of directors and the disinterested shareholders of the Company by ordinary resolution, subject to the provisions of Section 0 hereof. This Plan shall remain in effect until it is terminated by the Committee or the Board.

4.2 Discontinuance of Plan

The Committee or the Board, as the case may be, may discontinue this Plan at any time in its sole discretion, and without shareholder approval, provided that such discontinuance may not, without the consent of the Participant, in any manner adversely affect the Participant’s rights under any Restricted Share Unit granted under this Plan. In the event this Plan is to be discontinued by the Committee or the Board, the balance of outstanding Restricted Share Units shall be maintained until all outstanding Restricted Share Units have either been forfeited or settled as otherwise provided for under this Plan.

4.3 Non-Transferability

Except by a will or by the laws of descent and distribution, no Restricted Share Unit and no other right or interest of a Participant (excluding, for greater certainty, Shares previously issued to a Participant in accordance with this Plan) is assignable or transferable.

4.4 Withholding Taxes, Etc

For certainty and notwithstanding any other provision of the Plan, the Company or any Subsidiary or Affiliate may take such steps as it considers necessary or appropriate for the deduction or withholding of any income taxes or other amounts which the Company or any Subsidiary or Affiliate is required by any law or regulation of any governmental authority whatsoever to deduct or withhold in connection with any Share issued pursuant to the Plan, including, without limiting the generality of the foregoing, (a) withholding of all or any portion of any amount otherwise owing to a Participant; (b) the suspension of the issue of Shares to be issued under the Plan, until such time as the Participant has paid to the Company or any Subsidiary or Affiliate an amount equal to any amount which the Company, Subsidiary or Affiliate is required to deduct or withhold by law with respect to such taxes or other amounts; and/or (c) withholding and causing to be sold, by it as agent on behalf of a Participant, such number of Shares as it determines to be necessary to satisfy the withholding obligation. By participating in the Plan, the Participant consents to such sale and authorizes the Company or any Subsidiary or Affiliate, as applicable, to effect the sale of such Shares on behalf of the Participant and to remit the appropriate amount to the applicable governmental authorities. Neither the Company nor any applicable Subsidiary or Affiliate shall be responsible for obtaining any particular price for the Shares nor shall the Company or any applicable Subsidiary or Affiliate

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be required to issue any Shares under the Plan unless the Participant has made suitable arrangements with the Company and any applicable Subsidiary or Affiliate to fund any withholding obligation.

4.5 Amendments to the Plan

The Committee may from time to time in its sole discretion, and without shareholder approval, amend, modify and change the provisions of this Plan and any Grant Agreement, in connection with (without limitation):

(a) amendments of a housekeeping nature;
(b) the addition or a change to any vesting provisions of a Restricted Share Unit;
(c) changes to the termination provisions of a Restricted Share Unit or the Plan; and
(d) amendments to reflect changes to applicable securities or tax laws.

However, other than as set out above, any amendment, modification or change to the provisions of this Plan which would:

(a) increase the number of Shares or maximum percentage of Shares which may be issued pursuant to this Plan (other than by virtue of adjustments pursuant to Section 0 of this Plan);
(b) permit Restricted Share Units to be transferred other than for normal estate settlement purposes;
(c) remove or exceed the Insider participation limits;
(d) materially modify the eligibility requirements for participation in this Plan; or
(e)modify the amending provisions of the Plan set forth in this Section 0,

shall only be effective on such amendment, modification or change being approved by the shareholders of the Company. In addition, any such amendment, modification or change of any provision of this Plan shall be subject to the approval, if required, by any Stock Exchange having jurisdiction over the securities of the Company.

4.6 Participant Rights

No holder of any Restricted Share Units shall have any rights as a shareholder of the Company. Except as otherwise specified herein, no holder of any Restricted Share Units shall be entitled to receive, and no adjustment is required to be made for, any dividends, distributions or any other rights declared for shareholders of the Company.

4.7 No Right to Continued Employment or Service

Nothing in this Plan shall confer on any Participant the right to continue as an Employee or Officer of the Company or any of its Subsidiaries or Affiliates, as the case may be, or interfere with the right of the Company or any of its Subsidiaries or Affiliates, as applicable, to remove such Officer and/or Employee.

4.8 Adjustments

In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made to outstanding Restricted Share Units by the Committee, in its sole discretion, to reflect such changes. If the foregoing adjustment

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shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of this Plan.

4.9 Effect of Change of Control

If a bona fide offer (the " Offer ") for Shares is made to shareholders generally (or to a class of shareholders that would include the Participant), which Offer, if accepted in whole or in part, would result in the offeror (the " Offeror ") exercising control over the Company within the meaning of the Securities Act, or any other transaction is proposed that could result in a Change of Control, then the Company shall, as soon as practicable following receipt of the Offer or resolution of the board of directors of the Company or shareholders to otherwise proceed with a Change of Control, notify each Participant of the full particulars of the Offer or proposed transaction that will result in the Change of Control. The Board will have the sole discretion to amend, abridge or otherwise eliminate any vesting schedule related to each Participant’s Restricted Share Units so that notwithstanding the other terms of this Plan, the underlying Shares may be issued to each Participant holding Restricted Share Units so as to permit the Participant to tender the Shares received in connection with the Restricted Share Units pursuant to the Offer or otherwise in connection with the proposed transaction that will result in the Change of Control.

4.10 Unfunded Status of Plan

This Plan shall be unfunded.

4.11 Compliance with Laws

If any provision of this Plan or any Restricted Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

4.12 Governing Law

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4.13 Effective Dates and Amendments

Approved by the board of directors of the Company on  , 2021.

Approved by the shareholders of the Company on  , 2021.

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SCHEDULE “A”

S2 MINERALS INC. RESTRICTED SHARE UNIT PLAN

GRANT AGREEMENT FOR RESTRICTED SHARE UNITS

[Name of Employee] (the “ Participant ”)

Pursuant to the S2 Minerals Inc. Restricted Share Unit Plan effective  , 2021 (the “ Plan ”), and in consideration of services provided to [ insert “Company” or name of applicable Subsidiary or Affiliate ] by the Participant, in respect of the [20XX] year, The Participant is granted Restricted Share Units under the Plan.

All capitalized terms not defined in this Grant Agreement have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Restricted Share Units which have been forfeited or terminated under the Plan.

The vesting dates for this award are  , [20XX] , as to one third (1/3),  , [20XX] , as to an additional one third (1/3) and  , [20XX] , as to the final one third (1/3). The Maturity Date of the award is  , [20XX] .

Subject to any provisions to the contrary herein, the Company and the Participant understand and agree that the granting and settlement of these Restricted Share Units is subject to the terms and conditions of the Plan, a copy of which is attached and, all of which are incorporated into and form a part of this Grant Agreement. For greater certainty, the Participant authorizes the sale of a sufficient number of Shares to pay applicable withholdings on the settlement of any Restricted Share Units.

DATED _ , 20. S2 MINERALS INC.**

By:

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement by expectation of employment or continued employment with the [ insert “Company” or name of applicable Subsidiary or Affiliate ].

Name:

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SCHEDULE “B”

S2 MINERALS INC. RESTRICTED SHARE UNIT PLAN

Notwithstanding anything to the contrary in the Plan, the provisions of this Schedule “B” shall apply to the Restricted Share Unit Awards made to a Participant during the period that he or she is a U.S. Taxpayer.

1. Retirement

Notwithstanding section 3.2 of the Plan, any unvested Restricted Share Units held by a Participant that is a U.S. Taxpayer will automatically vest on the date such Participant attains the age of 65 and the Shares underlying such Restricted Share Units will be issued to the Participant forthwith and in any event no later than March 15 of the following calendar year.

2. Inability to Elect a Deferred Payment Date

For greater certainty, a Participant who is a U.S. Taxpayer will not be entitled to elect a Deferred Payment Date.

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AI assistant

G2 Goldfields Inc. — Proxy Solicitation & Information Statement 2021

46654_rns_2021-03-05_5078d5b0-31f2-4331-99f9-f4ce3aeaa106.PDF

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

for the

SPECIAL MEETING OF SHAREHOLDERS

of

G2 GOLDFIELDS INC.

to be held on

RECOMMENDATION TO SHAREHOLDERS:

Dated as of February 25, 2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO: The Shareholders of G2 Goldfields Inc.

Shareholder Guidance as a result of COVID-19:

TABLE OF CONTENTS

Capitalized terms used in this Notice are defined in the Glossary of Terms or elsewhere in the Circular.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

NOTICE TO U.S. G2 SHAREHOLDERS

contained and incorporated by reference herein may not be comparable to similar information disclosed in accordance with the rules and regulations promulgated by the SEC.

DATE OF INFORMATION

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

DOCUMENTS INCORPORATED BY REFERENCE

SUMMARY

Capitalized terms used in this Summary are defined in the Glossary of Terms.

The Meeting

The Record Date

Purpose of the Meeting

The Arrangement

Stated Capital Reduction

Other Matters to be Acted Upon at the Meeting

Summary of the Arrangement, the Resulting Issuers and Their Businesses

Principal Steps of the Arrangement

S2 Rights

No Fractional Securities

Effect of the Arrangement

Directors and Officers of S2

Reasons for the Arrangement

The Companies

Pro forma Business Objectives

Recommendation of the Directors

Additional Terms of the Arrangement Agreement

Conditions to the Arrangement

Stock Exchange Approvals and “Due Bills Trading”

Court Approval of the Arrangement

Dissent Rights to the Arrangement

Procedure for Receipt of S2 Common Shares and S2 Rights

G2 Shareholders should not deliver certificates or DRS Statements for G2 Common Shares to the Transfer Agent as certificates or DRS Statements representing G2 Common Shares are not being exchanged pursuant to the Arrangement.

Income Tax Considerations

Securities Laws Information for Canadian G2 Shareholders

Each G2 Shareholder is urged to consult their own professional advisors to determine the conditions and restrictions applicable to trades in such securities.

Securities Laws Information for U.S. G2 Shareholders

Each G2 Shareholder is urged to consult their own professional advisors to determine the conditions and restrictions applicable to trades in such securities.

Risk Factors

S2 Stock Option Plan

S2 RSU Plan

GLOSSARY OF TERMS

G2 GOLDFIELDS INC. Suite 1101, 141 Adelaide Street West, Toronto, Ontario M5H 3L5 Tel: (416) 628-5904 Email: [email protected]

MANAGEMENT CIRCULAR

GENERAL PROXY INFORMATION

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

REVOCABILITY OF PROXY

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

PARTICULARS OF MATTERS TO BE ACTED UPON – THE ARRANGEMENT

Reasons for the Arrangement

Principal Steps of the Arrangement

S2 Rights

Terms and Conditions

Standby Commitment

Exercise Procedure

Registered Holders

Non-Registered Holders

Exchange or Division of Rights Certificates

Eligibility to Receive S2 Rights

G2 Goldfields Inc. Proxy Solicitation & Information Statement 2021