G3 Goldfields Completes Spin-Out

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Early Warning Disclosure

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As a result of the Arrangement, Mr. Patrick Sheridan, Executive Chairman of the Company, acquired ownership and control of 22,024,537 G3 Shares, which represents approximately 15.9% of the issued and outstanding G3 Shares on an undiluted basis. The Company does not have any outstanding securities convertible into or exercisable for G3 Shares. Prior to completion of the Arrangement, Mr. Sheridan did not beneficially own or control any securities of G3.

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The G3 Shares were acquired pursuant to the Arrangement because Mr. Sheridan was a shareholder of G2 immediately prior to the effective date of the Arrangement, and will be held for investment purposes. Mr. Sheridan may increase or decrease his beneficial ownership of G3 Shares or other securities of G3 in accordance with applicable securities legislation.

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A copy of the Early Warning Report for Mr. Sheridan will be filed on the Company’s profile under www.sedarplus.ca and may also be obtained by calling G3’s office at 416.628.5904. The Company’s office is located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario M5H 3L5.

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About G3 Goldfields Inc.

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G3 Goldfields is a mineral exploration company focused on finding and developing gold projects in Guyana, South America. Formed through a spin-out of G2 Goldfields Inc. in July 2026, G3 holds multiple drill-ready targets in the prolific Oko-Aremu gold belt and the active Puruni gold district, representing one of the most compelling early-stage exploration opportunities with exceptional discovery potential in the Guiana Shield. The founders and principals of the Company have been directly responsible for the discovery of more than 11 million ounces of gold in Guyana and are laser focused on making the next major gold discovery in Guyana.

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On behalf of the Board of G3 Goldfields Inc.

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“Daniel Noone”
CEO & Director

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For Further Information

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Forward-Looking Statements

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Certain information contained in this news release constitutes “forward-looking information” under Canadian securities legislation. This includes, but is not limited to, statements about potential payments under the contingent value right; distribution by G2 of the G3 Shares to former G2 shareholders and the anticipated timing thereof; listing of the G3 Shares on the CSE; and the terms of the Financing; the anticipated timing of completion of the Financing. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “schedule”, “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.

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Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such factors include, among others, commodity prices, general business, economic, competitive, political and social uncertainties, changes in project parameters as plans continue to be refined, accident, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals or financing, as well as the risk factors set out in “Risk Factors – Risks Relating to G3 and the Spin-Out” in the Circular. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this news release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.

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