G Mining Ventures Corp. (TSX:GMIN) (OTCQX:GMINF) announces that the Corporation’s largest shareholder, La Mancha Investments S.à r.l. has elected to exercise its top-up right pursuant to the investor rights agreement between the Corporation and La Mancha that was initially entered into on July 22, 2022 and subsequently updated on July 15, 2024, which allows La Mancha to increase its ownership to up to 19.9%. This transaction represented the final opportunity for La Mancha to exercise its right to increase its ownership to such level, after which La Mancha retains only customary anti-dilution rights.

Louis-Pierre Gignac, President and Chief Executive Officer, stated: “This additional investment by La Mancha further demonstrates its long-term support and its strong conviction in our ability to create shareholder value as we continue our evolution into a leading intermediate gold producer.”

In connection with the exercise of La Mancha’s long-standing top-up right, the Corporation has agreed to issue 9,311,745 common shares to La Mancha at a price of CAD45.89 per Top-Up Share, for aggregate gross proceeds of approximately CAD427 million. There are no fees or commissions payable on the La Mancha subscription, which is expected to close on or about March 11, 2026, subject to customary closing conditions, including receipt of the Toronto Stock Exchange approval. Following the issuance of the Top-Up Shares, La Mancha will beneficially own approximately 19.9% of the issued and outstanding common shares of the Corporation.

Vincent Benoit, Managing Partner and Chief Investment Officer of La Mancha, commented: “The investment reflects that La Mancha continues to see significant value creation potential in the Corporation. G Mining’s strong performance and execution to date have reinforced La Mancha’s original investment thesis, which remains firmly supported by the Corporation’s growth strategy, portfolio of high-quality gold assets in Latin America, and highly experienced management team with a proven track record of building and operating mines.”

The Oko West Gold Project remains on-budget and on-schedule for first gold pour in the second half of 2027 and continues to be fully funded by the Corporation’s balance sheet and cash flow. The Corporation intends to use the proceeds from the issuance of the Top-Up Shares to reduce reliance on debt pertaining to Oko West Project development, increase exploration efforts, accelerate debt repayment, and for general corporate purposes.

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions

La Mancha is a related party to the Corporation and as such, the issuance of the Top-Up Shares to La Mancha constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Corporation is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such issuance as the fair market value of the transaction does not exceed 25% of the Corporation’s market capitalization.

About G Mining Ventures Corp.

G Mining Ventures Corp. is a mining company engaged in the development, operation and exploration of precious metal projects to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored in mining-friendly jurisdictions: Brazil, with the Tocantinzinho Gold Mine and the Gurupi Project as well as Guyana, with the Oko West Project.