G2 Goldfields (GTWO) 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-1 gold district with global production potential and district-scale control.

• Combined project expected to deliver over 500,000 ounces of gold annually, ranking among the top global gold operations.

• Unlocks and accelerates value for stakeholders through over C$1 billion in expected synergies and leverages proven mine-building expertise.

• Expands the land package to 362 km² in a prolific geological region, enhancing exploration and resource growth potential.

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

Financial terms and conditions

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

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

• Post-transaction, GMIN and G2 shareholders will own 80.1% and 19.9% of GMIN, respectively; G2 shareholders will own 100% of G3 SpinCo.

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

• Break fee of C$121 million payable to GMIN by G2 under certain circumstances.

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.

• Savings driven by shared infrastructure, optimized mine planning, and increased plant throughput, with anticipated 25-30% mill expansion.

• Integration enables a single processing facility and tailings storage, reducing environmental footprint.

• Enhanced mine sequencing and optimization support higher mill feed grades and balanced mining.