05:12 PM EDT, 10/15/2025 (MT Newswires) -- G2 Goldfields ( GUYGF ) after trade Wednesday entered into an arrangement agreement with its G3 Goldfields unit that will see it transfer to G3 its interest in certain non-core assets and a sufficient amount of cash to satisfy G3's working capital and initial listing requirements, and spin-out all of the common shares of G3 to the company's shareholders on a pro rata basis.

In a statement, G2 said it believes that its current share price does not fully recognize the value of the non-core assets, and that by completing the spin-out, shareholders will benefit from unlocking the value of these assets. Additionally, it added the spin-out will allow it to concentrate its efforts on its Oko project in Guyana, while providing G3 with sufficient working capital to advance the exploration and development of the non-core assets.

G2 will, among other things, transfer: one, its interests in the non-core assets to a wholly owned Guyanese subsidiary of G3; and, two, a sufficient amount of cash to G3 to satisfy G3's working capital and initial listing requirements (which the company anticipates to be approximately C$15 million in exchange for G3 Shares. G2 will distribute such G3 shares to shareholders on the basis of one G3 share for every two G2 common shares held as of the effective date of the spin-out.

Wednesday's statement noted only shareholders as of the close of business on the effective date of the spin-out will be entitled to receive G3 Shares. There will be no change in shareholders' holdings in G2 as a result of the spin-out.

It also noted the spin-out will be subject to regulatory approval, including the approval of the Toronto Stock Exchange and court approval, as well as approval by not less than two-thirds of the votes cast at the annual general and special meeting of the shareholders scheduled to be held on Nov.27.. It is intended that the G3 shares will be listed on the Canadian Securities Exchange and such listing will be subject to G3 fulfilling all of the listing requirements of the exchange.