/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 24,
2023 /CNW/ - G2 Goldfields Inc.
("G2" or the "Company") (TSXV: GTWO)
(OTCQX: GUYGF) is pleased to announce that it has closed its
previously announced "bought deal" public offering of common shares
of the Company (the "Shares") for aggregate gross proceeds
of $13,800,000 (the
"Offering"). Pursuant to the Offering, the Company issued
17,250,000 Shares at a price of $0.80
per Share, which included the full exercise of the over-allotment
option by the Underwriters (as defined below).
The Offering was conducted by a syndicate of underwriters led by
Cormark Securities Inc. and included Sprott Capital Partners LP,
Roth Canada, Inc. and BMO Nesbitt Burns Inc. (collectively, the
"Underwriters").
The net proceeds from the Offering are expected to be used to
advance exploration activities at the Company's Oko project in
Guyana and for general corporate
purposes, as more fully described in the Company's prospectus
supplement dated March 20, 2023 to
the base shelf prospectus dated December 15,
2022 (collectively, the "Prospectus"). The Shares
were qualified for distribution pursuant to the Prospectus filed
with the securities commissions in each of the provinces and
territories of Canada, except
Quebec.
In connection with the completion of the Offering, the
Underwriters received a cash commission equal to 6% of the gross
proceeds of the Offering, other than in respect of sales of Shares
to certain purchasers on a president's list, on which a cash
commission of 3% was paid.
Patrick Sheridan, Executive
Chairman of the Company, purchased an aggregate of 250,000 Shares
pursuant to the Offering. Participation by Mr. Sheridan in the
Offering was considered a "related party transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
Company was exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with Mr.
Sheridan's participation in the Offering in reliance of sections
5.5(b) and 5.7(1)(a) of MI 61-101. A material change report in
connection with the participation of insider in the Offering will
be filed less than 21 days in advance of the closing of the
Offering, which the Company deemed reasonable in the circumstances
so as to be able to avail itself of potential financing
opportunities and complete the Offering in an expeditious
manner.
The securities have not been and will not be registered under
the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or
under any securities laws of any state of the United States, and may not be offered or
sold, directly or indirectly, or delivered within the United States or to, or for the account or
benefit of, a U.S. person or person in the United States, except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act and any applicable securities laws of any state of
the United States. This release
does not constitute an offer to sell or a solicitation to buy such
securities in the United States,
Canada or in any other
jurisdiction where such offer, solicitation or sale is unlawful.
"United States" and "U.S. person" are as defined in Regulation S
under the U.S. Securities Act.
The Offering is subject to the final acceptance of the TSX
Venture Exchange ("TSXV").
About G2 Goldfields Inc.
The G2 Goldfields team is comprised of professionals who have
been directly responsible for the discovery of millions of ounces
of gold in Guyana as well as the
financing and development of the Aurora Gold Mine, Guyana's largest gold mine. G2 recently
announced its maiden mineral resource estimate on the newly
discovered Oko property in Guyana
(see press release dated April 25,
2022), and has recently filed on SEDAR an independent
technical report entitled "NI 43-101 Technical Report and Mineral
Resource Estimate for the Oko Gold Property, Cooperative Republic
of Guyana, South America", with an effective date of
April 14, 2022. Highlights of the
report include:
- 974,000 oz. Au – Inferred Mineral Resource contained within
3,274,000 tonnes @ 9.25 g/t Au; and
- 220,000 oz. Au – Indicated Mineral Resource contained within
793,000 tonnes @ 8.63 g/t Au.
Significantly, all of the maiden mineral resources lies within
350 meters of surface and remains open down plunge. The Oko
district has been a prolific alluvial goldfield since its initial
discovery in the 1870's, and modern exploration techniques continue
to reveal the considerable potential of the district.
All scientific and technical information in this news release
has been reviewed and approved by 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.
Forward-Looking Statements
This news release contains certain forward-looking
statements, including, but not limited to, statements about the
Offering, including the proposed use of proceeds and TSXV approval.
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 TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE G2 Goldfields Inc.