G3 Goldfields Completes Spin-Out

TORONTO, July 29, 2026 (ZM NEWSWIRE) — G3 Goldfields Inc. (“G3” or the “Company”) is pleased to announce that it has completed the previously announced spin-out transaction with G2 Goldfields Inc. (“G2”) whereby G3 acquired G2’s interests in the Puruni project in Guyana, comprised of the Tiger Creek property, Peters Mine property and Property B, pursuant to a plan of arrangement involving G3, G2 and G Mining Ventures Corp. (“GMIN”) under the Canada Business Corporations Act (the “Arrangement”). Pursuant to the Arrangement, G3 was also funded with C$45 million in cash and a contingent value right providing for potential payments to be made to G3 in the maximum aggregate amount of US$200 million based upon the establishment of various increments of Measured & Indicated Mineral Resources at the mineral properties acquired by GMIN under the Arrangement.

Pursuant to the Arrangement, G2 distributed 100% of the common shares of G3 (the “G3 Shares”) it received under the Arrangement to former G2 shareholders on a pro rata basis, such that former G2 shareholders are entitled to receive 0.5 of a G3 Share for each G2 share held as of the effective date of the Arrangement.

“Today’s completion of the spin-out establishes G3 as a pure-play Guyana gold exploration company with the capital, technical expertise and strategic focus to unlock significant value from our portfolio,” said Daniel Noone, Chief Executive Officer. “G3 was created to do what our team does best—discover gold deposits in Guyana. Our focus is clear—to create shareholder value through systematic exploration and disciplined capital allocation while building on the proven track record that has already delivered more than 11 million ounces of gold discoveries in Guyana.”

G3 has applied for a listing of the G3 Shares on the Canadian Securities Exchange (the “CSE”) under the trading symbol “GTRE”. Any such listing will be subject to G3 fulfilling all of the requirements of the CSE. G3 will provide further guidance at a later date on the timing for any listing of the G3 Shares on the CSE.

Additional details of the Arrangement are more fully described in the management information circular of G2 dated May 12, 2026 (the “Circular”), which is available under G2’s profile on SEDAR+ at www.sedarplus.ca. Former G2 shareholders are reminded to review the Circular in respect of the procedure for receiving their G3 Shares. Registered shareholders (whose G2 shares were held in physical form or who had a direct registration system (DRS) advice) must complete, sign and return the letter of transmittal, along with their share certificate(s) or DRS advice(s), to TSX Trust Company, the depositary for the Arrangement. Non-registered shareholders (whose G2 shares were held with a broker, bank or other intermediary) should contact their intermediaries for instructions and assistance in receiving their G3 Shares, which are expected to be distributed to the applicable intermediaries through CDS Clearing and Depository Services Inc. within the next three business days.

Financing

Following completion of the Arrangement and as disclosed in the Circular, the Company intends to complete a non-brokered private placement of 4,000,000 G3 Shares at a price of $0.40 per G3 Share for aggregate gross proceeds of $1.6 million (the “Financing”). No insiders of the Company are expected to participate in the Financing. The Financing is expected to be completed during the month of August, 2026.

Early Warning Disclosure

As a result of the Arrangement, Mr. Patrick Sheridan, Executive Chairman of the Company, acquired ownership and control of 22,024,537 G3 Shares, which represents approximately 15.9% of the issued and outstanding G3 Shares on an undiluted basis. The Company does not have any outstanding securities convertible into or exercisable for G3 Shares. Prior to completion of the Arrangement, Mr. Sheridan did not beneficially own or control any securities of G3.

The G3 Shares were acquired pursuant to the Arrangement because Mr. Sheridan was a shareholder of G2 immediately prior to the effective date of the Arrangement, and will be held for investment purposes. Mr. Sheridan may increase or decrease his beneficial ownership of G3 Shares or other securities of G3 in accordance with applicable securities legislation.

A copy of the Early Warning Report for Mr. Sheridan will be filed on the Company’s profile under www.sedarplus.ca and may also be obtained by calling G3’s office at 416.628.5904. The Company’s office is located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario M5H 3L5.

About G3 Goldfields Inc.

G3 Goldfields is a mineral exploration company focused on finding and developing gold projects in Guyana, South America. Formed through a spin-out of G2 Goldfields Inc. in July 2026, G3 holds multiple drill-ready targets in the prolific Oko-Aremu gold belt and the active Puruni gold district, representing one of the most compelling early-stage exploration opportunities with exceptional discovery potential in the Guiana Shield. The founders and principals of the Company have been directly responsible for the discovery of more than 11 million ounces of gold in Guyana and are laser focused on making the next major gold discovery in Guyana.

Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.g3goldfields.com).

On behalf of the Board of G3 Goldfields Inc.

“Daniel Noone”
CEO & Director

For Further Information

Jacqueline Wagenaar, VP Investor Relations
Direct: +1.416.628.5904 x.1150
Email: j.wagenaar@g3goldfields.com

Forward-Looking Statements

Certain information contained in this news release constitutes “forward-looking information” under Canadian securities legislation. This includes, but is not limited to, statements about potential payments under the contingent value right; distribution by G2 of the G3 Shares to former G2 shareholders and the anticipated timing thereof; listing of the G3 Shares on the CSE; and the terms of the Financing; the anticipated timing of completion of the Financing. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “schedule”, “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 information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such factors include, among others, commodity prices, general business, economic, competitive, political and social uncertainties, changes in project parameters as plans continue to be refined, accident, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals or financing, as well as the risk factors set out in “Risk Factors – Risks Relating to G3 and the Spin-Out” in the Circular. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this news release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.

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