G2 Goldfields Announces Closing of Final Tranche of Private Placement

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TORONTO, Jan. 28, 2022 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (“G2” or the “Company”) (TSXV:GTWO; OTCQX:GUYGF) announces that it has closed the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”). In connection with the closing of the Second Tranche of the Offering, the Company sold 4,550,000 units of the Company (the “Units”) at a price of $0.45 per Unit, for gross proceeds of $2,025,000. As a result, the Company sold a total of 6,800,000 Units pursuant to the Offering (including the first tranche, which closed on January 6, 2022), for gross proceeds of $3,060,000. Each Unit consisted of one common share (“Share”) of the Company and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder, on exercise, to purchase one Share for a period of two years following the date of issuance of the Warrant at an exercise price of $1.20 per Share.

The proceeds from the Offering will be used to advance exploration activities at the Company’s 19,200-acre OKO project, Guyana and for general corporate purposes.

The securities issued pursuant to the closing of the Second Tranche of the Offering are subject to a four-month hold period. The Offering is subject to the final acceptance of the TSX Venture Exchange (the “TSXV”).

Insiders of the Company subscribed for a total of 2,860,000 Units (being $1,287,000) pursuant to the Offering, which includes the 2,250,000 Units that Patrick Sheridan, G2’s Executive Chairman, acquired on January 6, 2022 in the closing of the first tranche of the Offering. The Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of the insider participation. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the Shares trade on the TSXV and the fair market value of insiders’ participation in the Offering is below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company will file a material change report in respect of the closing of the Second Tranche of the Offering, but it will be filed less than 21 days in advance of such closing, which the Company deems reasonable in the circumstances so as to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.