G Mining Ventures (GMIN) M&A announcement summary

Deal rationale and strategic fit

• Consolidates GMIN's Oko West and G2's Oko-Ghanie projects in Guyana, creating a Tier One, district-scale gold asset with global production potential and a 362 km² land package.

• Combined project expected to deliver over 500,000 ounces of gold annually, with potential to exceed 700,000 ounces, positioning it among the largest global gold producers.

• Unlocks and accelerates value for stakeholders through over C$1 billion in expected synergies and enhanced exploration upside.

• Accelerates permitting for Oko-Ghanie by leveraging Oko West’s fully permitted status and strengthens management with proven mine-building expertise.

• G2 shareholders gain exposure to a larger, more liquid company and retain upside through G3 SpinCo.

Financial terms and conditions

• G2 shareholders receive 0.212 GMIN shares per G2 share, full ownership of G3 SpinCo funded with C$45 million, and a contingent value right up to US$200 million based on resource milestones.

• Implied offer price of C$10.84 per G2 share, a 72% premium to 30-day VWAP, with a transaction equity value of approximately C$3 billion (excluding G3 SpinCo value).

• Upon completion, GMIN and G2 shareholders will own 80.1% and 19.9% of the combined entity, respectively.

• Pro forma market capitalization is US$11.1 billion, with US$255 million in cash and a US$350 million undrawn credit facility.

• GMIN acquires all G2 shares via a plan of arrangement, subject to customary closing conditions.

Synergies and expected cost savings

• Over C$1 billion in expected synergies, including C$850 million in capital savings and C$275 million in operating savings, driven by shared infrastructure and increased scale.

• Savings achieved by eliminating duplicate facilities and optimizing mine planning and sequencing.

• Enhanced mine sequencing and throughput expansion for higher feed grades and balanced mining.