G2 Goldfields Announces Court Approval of Spin-out of Sandy Lake Project and “Due Bill” Trading Dates

TORONTO, March 31, 2021 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (“G2” or the “Company”) (TSXV:GTWO; OTCQX:GUYGF) is pleased to announce that it has received a final order from the Ontario Superior Court of Justice approving 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”), by a Plan of Arrangement under the Canada Business Corporations Act (the “Arrangement”).

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”). S2 will also issue rights (“S2 Rights”) to the holders of the S2 Shares to raise gross proceeds of approximately C$1.2 million (the “Rights Offering”).

The G2 Shares are and will continue to be listed and posted for trading on the TSXV upon closing of the Arrangement, which is expected to occur on April 9, 2021 (the “Effective Date”). The “record date” for the “due bills” trading procedure and the Rights Offering is the Effective Date (i.e. April 9, 2021). The TSXV has advised that the G2 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 Shares during this time will have a due bill attached, which will allow the purchaser of G2 Shares, rather than the seller of G2 Shares, to receive the distribution of S2 Shares (and S2 Rights) pursuant to the Arrangement even if such trades are settled after the Effective Date. It is expected that effective at the opening of markets on April 15, 2021, the G2 Shares will commence trading on an ex-distribution basis without any due bill entitlement reflecting that the distribution of S2 Shares (and S2 Rights) has occurred. The due bill payment date is expected to be April 14, 2021.

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 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 “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.