G2 Goldfields Inc. (TSX-V:GTWO) (OTCQX:GUYGF) announces that it has closed the first tranche of its previously announced non-brokered private placement. In connection with the closing of the First Tranche, the Company sold 2,250,000 units of the Company at a price of $0.45 per Unit, for gross proceeds of $1,012,500. Each Unit consisted of one common share of the Company and one common share purchase warrant. Each Warrant entitles the holder, on exercise, to purchase one Share for a period of two years following the closing date of First Tranche at an exercise price of $1.20 per Share. The entire First Tranche was purchased by G2’s Executive Chairman, Patrick Sheridan, who stated: “I am delighted to continue to invest in this exciting high grade gold discovery and am highly encouraged with the excellent drilling results to date. I look forward to Dan Noone (CEO), and his exceptional exploration team, delivering the maiden resource in Q1 2022.”
The proceeds from the Offering will be used to advance exploration activities at the Company’s 19,200-acre OKO project, Guyana and for general corporate purposes. The Company anticipates completing a further closing of the Offering on or about January 14, 2022 to raise total proceeds of up to $2,025,000.
The securities issued pursuant to the closing of the First Tranche of the Offering are subject to a four-month hold period. The Offering is subject to the final acceptance of the TSX Venture Exchange.
The Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions since Mr. Sheridan participated as the only subscriber in the First Tranche. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the Shares trade on the TSXV and the fair market value of insiders’ participation in the Offering will be below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company will file a material change report in respect of the Offering, but it will be filed less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.
Early Warning Disclosure
On January 6, 2022, in connection with the closing of the First Tranche of the Offering, Mr. Sheridan and the Company entered into a subscription agreement pursuant to which Mr. Sheridan purchased 2,250,000 Units for an aggregate subscription price of $1,012,500.
Prior to the closing of the First Tranche, Mr. Sheridan had ownership and control (together with his joint actor) over an aggregate of 35,894,074 Shares (which represented approximately 26.9% of the then issued and outstanding Shares) and convertible securities entitling him to acquire an additional 1,000,000 Shares (which represented approximately 27.4% of the Shares on a partially diluted basis). Following the closing of the First Tranche, Mr. Sheridan has ownership and control (together with his joint actor) over an aggregate of 38,144,074 Shares (which represents approximately 28.1% of the issued and outstanding Shares) and convertible securities entitling him to acquire an additional 3,250,000 Shares (which represents approximately 30.3% of the Shares on a partially diluted basis).
Following the closing of the final tranche of the Offering (assuming the Company sells the maximum of 4,500,000 Units pursuant to the Offering), the aggregate of 38,144,074 Shares that Mr. Sheridan has ownership and control (together with his joint actor) over will represent approximately 27.7% of the then issued and outstanding Shares and the convertible securities entitling him to acquire an additional 3,250,000 Shares will represent approximately 29.5% of the Shares on a partially diluted basis.
The Shares and Warrants comprising the Units were acquired for investment purposes. Depending on various factors including, without limitation, the Company’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition and other factors and conditions he deems appropriate, Mr. Sheridan may increase or decrease his beneficial ownership of Shares or other securities of the Company whether in the open market, by privately negotiated agreement or otherwise.
The Company is located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5. A copy of the Early Warning Report can be obtained from Mr. Sheridan (416.628.5904) or c/o 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5 or on the Company’s SEDAR profile at www.sedar.com.
About G2 Goldfields Inc.
The G2 Goldfields team is comprised of professionals who have been involved in the discovery of more than 8 million ounces of gold in Guyana and the financing and development of Guyana’s largest gold mine. The Oko Main Zone discovery is the initial fruit of the application of this extensive in-country experience. Ongoing exploration within the 17km long Aremu – Oko trend has generated multiple drill targets, similar in geological setting and scale to Oko Main. The Aremu – Oko district has been a prolific alluvial goldfield since the rush of the 1870’s. Modern exploration by the G2 Goldfields team has begun and continues to reveal the exceptional potential of this district.
All scientific and technical information in this press 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.
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We acknowledge the [financial] support of the Government of Canada.