G2 Goldfields Completes Acquisition of Guyana Properties

TORONTO, Oct. 24, 2019 - G2 Goldfields Inc. (the “Corporation” or “G2 Goldfields”) (TSXV:GTWO) announces that it has closed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of Bartica Investments Ltd. (“Bartica”) from Patrick Sheridan, Violet Smith and Shawn Hopkinson (collectively, the “Vendors”).

Bartica holds an interest in a suite of mineral exploration properties totaling approximately 25,888 acres located in the southwestern extremity of the Cuyuni Basin, Guyana, South America, which are comprised of the properties known as the Peters Mine and Aremu properties, as well as certain medium scale mining permits which include properties known as the Oko properties. The historic Aremu Mine and the Peters Mine concessions are two of the four historic producing mines in Guyana. Bartica owns a 100% beneficial interest in Peters Mine and Aremu properties, as well as an option to acquire from an arm’s length third party a 100% interest in the Oko properties subject to a 2.5% net smelter return royalty, which is exercisable in consideration of (i) a cash payment of US$50,000 (which has previously been paid); (ii) additional aggregate cash payments of US$700,000 to be paid in tranches over a four year period (of which US$100,000 has previously been paid); and (iii) the identification of a gold resource in excess of 250,000 ounces on the property and payment of advance net smelter return royalty of US$1,000,000.

The consideration for the Acquisition consisted of an aggregate of 20,000,000 common shares of the Corporation (“Common Shares”), of which 10,500,000 Common Shares were issued to Patrick Sheridan, 6,000,000 were issued to Violet Smith and 3,500,000 were issued to Shawn Hopkinson. An aggregate of 10,500,000 of the Common Shares issued are subject to a hold period expiring on February 25, 2020 in accordance with the regulations of the TSX Venture Exchange (“TSXV”).

History of the Acquisition

The Vendors first approached the Corporation to discuss the terms of the proposed Acquisition in October, 2018. At that time, the board of directors of the Corporation formed a special committee comprised entirely of independent directors in order to consider and make recommendations with respect to the proposed Acquisition. The special committee reviewed a technical report in respect of the Aremu and Oko properties, retained Farber Corporate Finance to provide a fairness opinion with respect to the Acquisition and conducted various other deliberations. Based on the foregoing, the special committee recommended the approval of the Acquisition to the board, and the board subsequently authorized a definitive agreement giving effect to the Acquisition which was executed effective January 2, 2019 (the “Acquisition Agreement”).

The Acquisition Agreement originally established the consideration for the Acquisition as an aggregate of 50,000,000 Common Shares issuable to the Vendors, Aisha Jean-Baptiste and Ayanna Jean-Baptiste. Pursuant to an amendment agreement dated February 11, 2019, the number of Common Shares to be issued by the Corporation as consideration for the Acquisition was revised to an aggregate of 40,000,000 Common Shares. Pursuant to a final amendment agreement dated July 3, 2019, the number of Common Shares to be issued by the Corporation as consideration for the Acquisition was further revised to an aggregate of 20,000,000 Common Shares, and Aisha Jean-Baptiste and Ayanna Jean-Baptiste were removed as parties to the transaction. All share references are after giving effect to the consolidation of the issued and outstanding Common Shares on the basis of one (1) new Common Share for every two (2) previously existing common shares, effective as of April 4, 2019.

Shareholder Approval

The Acquisition was 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 of 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5 is both a Vendor and serves as a director, officer and “control person” of the Corporation for the purposes of applicable securities legislation. Immediately prior to the closing of the Acquisition, Mr. Sheridan beneficially owned or controlled an aggregate of 19,939,074 Common Shares of the Corporation (of which 19,089,074 were owned by Mr. Sheridan directly) and convertible securities entitling Mr. Sheridan to acquire an additional 8,330,000 Common Shares of the Corporation, representing approximately 27.2% of the Common Shares issued and outstanding immediately pre-closing, or 34.7% of the Common Shares assuming the conversion of the convertible securities held by Mr. Sheridan only. Pursuant to the Acquisition, Mr. Sheridan acquired beneficial ownership and control over an additional 10,500,000 Common Shares representing approximately 11.6% of the issued and outstanding Common Shares immediately following the closing of the Acquisition. Immediately following the Acquisition, Mr. Sheridan holds an aggregate of 30,439,074 Common Shares (of which 29,589,074 are owned by Mr. Sheridan directly) and convertible securities entitling Mr. Sheridan to acquire an additional 8,330,000 Common Shares of the Corporation, or approximately 32.7% of the issued and outstanding Common Shares or 38.2% of the Common Shares assuming the conversion of the convertible securities held by Mr. Sheridan only, calculated immediately post-closing. The acquisition of the Common Shares by Mr. Sheridan pursuant to the Acquisition took place pursuant to an issuance from treasury and not through any stock market. This transaction was effected for investment purposes and Mr. Sheridan and his joint actors (Exploreco International Limited) could increase or decrease their investments in the Corporation at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor. The 10,500,000 Common Shares were acquired by Mr. Sheridan pursuant to the exemption contained in Section 2.16 of National Instrument 45-106. A copy of the applicable securities report filed in connection with the matters set forth above may be obtained by contacting Mr. Sheridan at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5, (416) 628-5904, info@sandylakegold.com.

The Acquisition was also a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as it involved the purchase of an asset from Mr. Sheridan who is a related party of the Corporation as a result of his role as a director, officer and significant shareholder of the Corporation. As a result of the foregoing, the Corporation was required to obtain disinterested shareholder approval of the Acquisition pursuant to MI 61-101, as well as in accordance with the regulations of the TSXV. Such disinterested shareholder approval was obtained at the annual and special meeting of shareholders of the Corporation held on February 12, 2019 (the “Meeting”).

Further Information

For further details of the Acquisition, please refer to the management information circular in respect of the Meeting dated January 8, 2019, as well as the press release of the Corporation dated February 1, 2019, each available on SEDAR at www.sedar.com.

For further information please contact:

Patrick Sheridan
Executive Chairman & CEO
(416) 628-5904
Email: info@g2goldfields.com

Forward Looking Statements

This news release contains certain forward-looking information and statements within the meaning of applicable securities laws, including statements with respect to the property interests of the Corporation and potential prospectivity thereof. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "might", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information and/or statements. Forward-looking statements and/or information are based on a number of material factors, expectations and/or assumptions of G2 Goldfields which have been used to develop such statements and/or information but which may prove to be incorrect. Although G2 Goldfields believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements as G2 Goldfields can give no assurance that such expectations will prove to be correct. The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and/or statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results and/or events to differ materially from those anticipated in such forward-looking information and/or statements including, without limitation: risks associated with the uncertainty of mineral exploration, changes in activities as plans become refined, availability of financing and permits, regulatory approvals, and/or certain other risks detailed from time-to-time in G2 Goldfields public disclosure documents (including, without limitation, those risks identified in this news release and G2 Goldfields current management's discussion and analysis). Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligations to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.

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 and / or accuracy of this release.