G2 Goldfields Inc. (“
G2” or the
“
Company”) (TSXV:GTWO; OTCQX:GUYGF) is pleased to
announce that it has filed the management information circular and
related meeting materials (collectively, the “
Meeting
Materials”) for the special meeting of G2 shareholders to
be held on March 29, 2021 (the “
Meeting”). The
purpose of the Meeting is, among other things, to consider and, if
deemed advisable, to pass a special resolution (the
“
Arrangement Resolution”) approving the previously
announced proposed spin-out of the Company’s Sandy Lake property in
Ontario (the “
Sandy Lake Project”) into a
wholly-owned subsidiary of G2, S2 Minerals Inc.
(“
S2”), through a Plan of Arrangement under the
Canada Business Corporations Act (the
“
Arrangement”).
Upon completion of the Arrangement, S2 will hold
a 100% interest in the Sandy Lake Project and will focus on the
advancement of this project. Over time it is expected that S2 may
add new exploration stage projects to its portfolio. G2 will retain
and focus on the advancement of its mining interests in Guyana.
Further to the Company’s press release dated February 3, 2021
announcing the Arrangement, the effective date of the Arrangement
is expected to be on or about April 9, 2021.
The board of directors of the Company (the
“Board”) has determined that the Arrangement is
fair and in the best interests of the Company and the Company’s
shareholders and recommends that the Company’s shareholders vote in
favour of the Arrangement. The Arrangement is expected to allow G2
to focus on the further advancement of its mineral interests in
Guyana and minimize dilution of those interests. In addition, the
Arrangement is expected to allow the market to value the Company’s
mineral interests in Guyana independently of the Sandy Lake
Project, permit the independent development of both portfolios and
provide capacity for new acquisitions.
The mailing of the Meeting Materials has
commenced, and shareholders should receive them shortly. The
Meeting Materials are also available under the Company’s profile on
SEDAR at www.sedar.com.
Technical Report
Concurrently with the filing of the Meeting
Materials, the Company announces that it has filed an independent
technical report prepared by Micon International Limited for the
Sandy Lake Project (the “Technical Report”) in
accordance with National Instrument 43-101 – Standards of
Disclosure for Mineral Projects. The Technical Report is available
for review under the Company’s profile on SEDAR at
www.sedar.com.
The Meeting
Given the rapidly evolving situation resulting
from the COVID-19 outbreak, the Company asks that shareholders
follow the current instructions and recommendations of federal,
provincial and local health authorities when considering attending
the Meeting. While it is not known what the situation with COVID-19
will be on the date of the Meeting, the Company will adhere to all
government and public health authority recommendations and
restrictions in order to support efforts to reduce the impact and
spread of COVID-19. As such, in order to mitigate potential risks
to the health and safety of our communities, shareholders,
employees and other stakeholders, the Company is urging all
shareholders to vote by proxy in advance of the Meeting and not to
attend the Meeting in person, unless and until all social
distancing recommendations or restrictions have been lifted.
The Meeting will be held at 10:00 a.m. (Toronto
Time) on March 29, 2021 at the head office of G2 and via
teleconference. In order to adhere to all government and public
health authority recommendations, the Company notes that the
Meeting will be limited to only the legal requirements for
shareholder meetings and guests will not be permitted entrance
unless legally required.
All G2 shareholders are encouraged to vote on
the matters before the Meeting by proxy in the manner set out in
the Meeting Materials and participate in the Meeting by way of
teleconference, via the dial-in details set forth below. Any G2
shareholder attending the Meeting via teleconference will not be
able to vote during the Meeting. Only G2 Shareholders who are
present in person at the Meeting are able to vote during the
Meeting.
Dial (for higher quality, dial a number based on
your current location):
Toronto: 647.723.3981
Canada or U.S.: 1.800.747.5150
Access Code: 8480107#
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.
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 CEO +1.416.628.5904 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 and the expected
effective date of the Arrangement. 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.
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