G2 Goldfields Announces C$12 Million Bought Deal Public Offering

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, March 16, 2023 /CNW/ - G2 Goldfields Inc. ("G2" or the "Company") (TSXV: GTWO) (OTCQX: GUYGF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by Cormark Securities Inc. ("Cormark") pursuant to which the Underwriters have agreed to purchase on a "bought deal" basis 15,000,000 common shares of the Company (the "Shares") at a price of C$0.80 per Share (the "Offering Price") for aggregate gross proceeds of approximately C$12 million (the "Offering").

The Underwriters also have an option to purchase that number of additional Shares equal to 15% of the number of Shares sold pursuant to the Offering at the Offering Price, for market stabilization purposes and to cover any over-allotments, if any, for a period expiring 30 days after the date of closing of the Offering.

The net proceeds from the Offering will be used to advance exploration activities at the Company's Oko project in Guyana and for general corporate purposes. The Offering is expected to close on or about March 23, 2023 and is conditional on the satisfaction of customary conditions, including approval of the TSX Venture Exchange (the "TSXV") and other necessary regulatory approvals.

The Shares will be offered by way of: (i) a prospectus supplement (the "Prospectus Supplement") to the Company's existing base shelf prospectus dated December 15, 2022, which Prospectus Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, other than Quebec, on or prior to March 20, 2023; (ii) in the United States by way of private placement pursuant to an exemption from registration requirements of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.

The securities to be offered 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.

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 expected closing date, the proposed use of proceeds and approval of the TSXV. 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 TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE G2 Goldfields Inc.