Canadian mining companies G Mining Ventures Corp. and G2 Goldfields Inc. have entered into a definitive agreement under which G Mining will acquire all of the issued and outstanding shares of G2 in a transaction valued at approximately $3 billion. The deal will consolidate two adjacent gold projects in Guyana and is expected to create one of the largest, lowest-cost gold mining operations in the Americas.
The transaction will combine G2's Oko-Ghanie Project with G Mining's fully permitted and fully financed Oko West Project, creating a single, contiguous land package of more than 360 square kilometres in one of the most prospective emerging gold districts in the world. The combined Oko Project is expected to produce more than 500,000 ounces of gold annually on a life-of-mine average basis, drawing on approximately 350,000 ounces from Oko West and 228,000 ounces from Oko-Ghanie. Combined Measured and Indicated Mineral Resources are estimated at 7.0 million ounces, with an additional 2.3 million ounces of Inferred Mineral Resources.
Concurrent with the acquisition, G2 will complete a spin-out of certain non-core assets and cash into a newly formed company, G3 Goldfields Inc. Under the terms of the transaction, G2 shareholders will receive 0.212 of a common share of G Mining and 0.5 of a common share of G3 for each G2 share held, implying an offer price of approximately $10.84 per G2 share. The fully diluted in-the-money equity value of the transaction, excluding the value of G3, is estimated to be approximately $3 billion. Upon completion, existing G Mining and G2 shareholders will own approximately 80.1 percent and 19.9 percent of the combined company, respectively, while G2 shareholders will own 100 percent of G3.
Through the spin-out, G2 shareholders will maintain exposure to the broader exploration potential of the district. G3 Goldfields will be funded with $45 million in cash and will hold certain non-core assets of G2. In addition, G3 will hold a contingent value right providing for payments in the maximum aggregate amount of US$200 million, payable upon the establishment of various increments of mineral resource estimates at the G2 properties being acquired by G Mining.
"Combining GMIN's Oko West Project and G2's Oko-Ghanie Project delivers on our stated vision to build and operate a large, long-life, Tier-1 asset in Guyana," G Mining CEO, president, and director Louis-Pierre Gignac said in a press release. "These assets are highly synergistic, and we are well-positioned to accelerate value creation by leveraging our unique expertise in building and operating mines on schedule and on budget in the Guiana Shield, utilizing our deep knowledge of and network in the region to advancing permitting, and deploying our capital to build the mine. Once built, this mine has the potential to rank among the highest producing gold mines globally."
“We are very pleased to announce this transaction today, which we believe is a testament to the outstanding work our team has done rapidly discovering and advancing Oko-Ghanie over the last few years,” said G2 CEO and director Dan Noone. “The transaction significantly de-risks the advancement of Oko-Ghanie given the financial strength, free cash flow, and development capabilities that GMIN brings to the table. Importantly, we believe this is a great outcome for the country of Guyana, with the combined Oko Project being taken forward by a company that will be a great steward of the asset for the benefit of the country and its communities.”
On the legal side, Cassels Brock & Blackwell LLP is acting as legal counsel to G2 Goldfields, with a deal team that includes Jay Goldman, Lindsay Clements, Jasmine Qin, and Christopher Harasym (M&A and Mining); Sophie Campbell and Ali Zankar (Capital Markets); Zahra Nurmohamed and Tera Li Parizeau (Tax & Trusts); and Davit Akman, Dragos Flueraru, and Joshua Hollenberg (Competition & Foreign Investment).
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel to G Mining Ventures, with a deal team that includes Howard Levine, Patrick Menda, Francois Auger, Annie Mailhout-Gamelin, and Alexe Corbeil-Courchesne. Troutman Pepper Locke LLP is serving as U.S. counsel to G Mining Ventures, with a deal team that includes Shona Smith, Thomas M. Rose, Mark Goldsmith, Morgan Klinzing, Joel Post, and Jamie L. Davidian.
The transaction requires approval by at least two-thirds of votes cast by G2 shareholders at a special meeting and is subject to court approval and other customary closing conditions. Closing is expected in the second quarter of 2026.
For comprehensive access to our database of all published deal information, subscribe to the CL+ platform.