G2 Goldfields Shareholders Approve Spin-out of Sandy Lake Project

Toronto, Ontario, CANADA

TORONTO, March 29, 2021 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (“G2” or the “Company”) (TSXV:GTWO; OTCQX:GUYGF) is pleased to announce that its shareholders (the “G2 Shareholders”) have approved the previously announced proposed spin-out of the Company’s Sandy Lake property (the “Sandy Lake Project”) into a wholly-owned subsidiary of G2, S2 Minerals Inc. (“S2”), at the special meeting of G2 Shareholders held on March 29, 2021. At the special meeting, a special resolution approving the transaction was approved by 99.997% of the votes cast at the meeting in person or by proxy by G2 Shareholders. In addition, G2 Shareholders (in person or by proxy) voted 99.997% in favour of the stated capital reduction, 99.878% in favour to approve the stock option plan of G2 and 99.966% in favour to approve the restricted share unit plan of G2.

The proposed spin-out transaction, which will be effected by a Plan of Arrangement under the Canada Business Corporations Act (the “Arrangement”), is expected to become effective on or about April 9, 2021, following receipt of final court and regulatory approvals. The Court hearing for the final order to approve the Arrangement is scheduled to take place on March 31, 2021.

Pursuant to the Arrangement, G2 will spin-out all of the common shares of S2 (the “S2 Shares”) it receives under the Arrangement to G2 Shareholders on a pro rata basis, such that G2 Shareholders will receive one S2 Share for every ten common shares of G2 (the “G2 Shares”) held as of the Effective Date (as defined below), subject to the “due bills” trading procedure of the TSX Venture Exchange (the “TSXV”). G2 expects to issue a news release on March 31, 2021 to confirm the dates when the G2 Shares will trade on a “due bills” basis and the due bills payment date. S2 will also issue rights (“S2 Rights”) to the holders (the “S2 Shareholders”) of the S2 Shares to raise gross proceeds of approximately C$1.2 million (the “Rights Offering”). There will be no change in shareholders’ holdings in G2 as a result of the Arrangement. In addition, holders of warrants of G2 as of the Effective Date will have their warrants adjusted in accordance with their terms as a result of the Arrangement.

The Transaction

The Arrangement is designed to deliver greater value to shareholders by unlocking the value of the Sandy Lake Project and providing a mechanism for S2 to have sufficient working capital through the Rights Offering, which includes a Standby Commitment (as defined below), to carry out an initial work program and to cover its anticipated near term general and administrative expenditures.

In connection with the Rights Offering component of the Arrangement, each eligible S2 Shareholder of S2 will receive one S2 Right for every S2 Share held, which will entitle the holder to subscribe for one S2 Share at a subscription price of C$0.10 per S2 Share (the “Basic Subscription Privilege”). S2 Shareholders who fully exercise their S2 Rights under the Basic Subscription Privilege will also be entitled to subscribe for additional S2 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 May 12, 2021.

Patrick Sheridan, the Chairman of G2 and its controlling shareholder, and Dan Noone, the Chief Executive Officer and a director of G2 (together, the “Standby Purchasers”) 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 S2 Shares available as a result of any unexercised S2 Rights (the “Standby Commitment”), such that S2 will be guaranteed to issue S2 Shares in connection with the exercise of S2 Rights for aggregate gross proceeds of approximately C$1.2 million (subject to the terms of the standby commitment agreement dated February 2, 2021). The Standby Purchasers will receive no compensation for providing the Standby Commitment.

Additional details of the Arrangement, including the Rights Offering, are more fully described in the management information circular (the “Arrangement Circular”) that was mailed to all G2 Shareholders of record as of February 15, 2021 and the Company’s news release dated March 24, 2021. The Arrangement Circular and news release are available under G2’s profile on SEDAR at www.sedar.com.

The Arrangement is subject to final approval of the TSX Venture Exchange and court approval.

The Company has applied for a listing of the S2 Shares on the Canadian Securities Exchange (the “CSE”). Any such listing will be subject to S2 fulfilling all of the requirements of the CSE. G2 expects the S2 Shares to commence trading on the CSE after the expiry of the S2 Rights and will provide further guidance at a later date on the timing for any listing of the S2 Shares on the CSE.

Neither the S2 Shares nor the S2 Rights being offered nor the S2 Shares issuable on exercise of the S2 Rights have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be exercised, offered or sold, as applicable, in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of S2 or G2. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction.

About G2 Goldfields Inc.

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

About S2 Minerals Inc.

S2 Minerals Inc. is currently a wholly owned subsidiary of G2 Goldfields Inc. and party to the arrangement agreement with G2 pursuant to which G2 proposes to spin-out its Sandy Lake project in Canada. The Sandy Lake project comprises approximately 167,000 acres of contiguous mineral claims in the Sandy Lake Archean Greenstone Belt, located approximately 140 miles north of Red Lake, Ontario. Upon completion of the Arrangement, S2 will beneficially hold a 100% interest in the mineral rights to approximately 137,000 acres, a 50.1% interest in the approximately 15,000 acres of the “Weebigee Joint Venture” claims and a 50% interest in a further 15,000 acres of the Southern Block claims in joint ventures with Goldeye Explorations Limited, now part of Treasury Metals Inc. It is expected that over time, S2 may add new Canadian-focused exploration stage projects to its portfolio.

All scientific and technical information in this news release has been prepared under the supervision of Dan Noone (CEO of G2 Goldfields Inc.), a “qualified person” within the meaning of National Instrument 43-101. Mr. Noone (B.Sc. Geology, MBA) is a Member of the Australian Institute of Geoscientists.

For further information please contact:

Dan Noone
Email: d.noone@g2goldfields.com

Forward-Looking Statements

This news release contains certain forward-looking statements, including, but not limited to, statements with respect to the Arrangement, including the Rights Offering, the expected Effective Date, the date of the news release confirming the “due bills” trading dates and the listing of the S2 Shares on the CSE. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

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

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