Good morning. My name is Demi, and I'll be your conference operator today. At this time, I would like to welcome everyone to the conference call to discuss an exciting transaction in the market, G Mining Ventures acquisition of G2 Goldfields. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. This call is being recorded. I will now turn the conference over to JF Lemonde, Vice President, Investor Relations. Please go ahead, sir.
Thank you, operator, and thanks to everyone for attending this morning's conference call to discuss G Mining's acquisition of G2 Goldfields. In addition to myself, we have on the line today from G Mining, Louis-Pierre Gignac, President and Chief Executive Officer, and from G2 Goldfields, we have Daniel Noone, Chief Executive Officer. We have a prepared presentation to accompany the conference call, which is available for viewing through the webcast and for download on G Mining's and G2's websites. Before we begin, please note the disclaimer on slide two of today's presentation concerning forward-looking statements. We will be making some forward-looking statements during our conference call today, which are subject to several assumptions, risks, and uncertainties as disclosed in each of G Mining's and G2's public securities filings. Actual results could differ materially from those projected in the forward-looking statements.
Our remarks today will also refer to certain non-IFRS financial measures such as, for example, free cash flow and all-in sustaining costs. Various disclosures and limitations with respect to these non-IFRS financial measures are also included in those filings. Also, please bear in mind that all of the dollar amounts mentioned in this conference call are in US dollars unless otherwise stated. I'll turn the call to Louis-Pierre Gignac to make some opening remarks.
Thank you JF, and good morning to everyone. Today, we're thrilled to announce the acquisition of G2 Goldfields. This marks a key milestone for our company as we continue to grow into a multi-asset intermediate producer in the Americas. What excites us about the G2 transaction is the ability to combine GMIN's Oko West project and G2's directly adjacent Oko-Gani project to deliver a Tier One world-class gold mine. We believe the combined Oko project will surpass all current development stage projects in the market. Additionally, there is a unique opportunity to unlock significant near and long-term value through unparalleled synergies, since these properties are direct neighbors. In the mining industry, it's rare to see on-the-ground realizable synergies, which this transaction has in abundance. We're also very excited to take on this combined asset and are proud to bring this mine into production for Guyana.
Guyana is truly a supportive mining jurisdiction, where the government of Guyana has shown exceptional support of G Mining Ventures and the Oko West project. Let me walk you through what makes this combination so compelling. First, we are consolidating an entire district by bringing together the Oko West and Oko-Gani projects into a single integrated Tier One asset. By doing so, we expect to unlock more than CAD 1 billion in synergies driven by shared infrastructure, optimized mine planning, and increased plant throughput. Second, the combined project has the potential to deliver over 500,000 ounces of gold annually on a life of mine basis, placing it firmly in the top tier of global gold operations. Third, we are accelerating value creation by leveraging G Mining Ventures' proven mine building expertise and deep experience in the Guyana Shield to deliver Oko on time and on budget.
The combined project is expected to be fully funded, supported by GMIN's strong balance sheet and cash flow from TZ. Finally, integration enables a reduced environmental footprint with a single centralized processing facility, tailings storage facility, and shared infrastructure across the district. Turning to the transaction structure, G Mining will acquire 100% of G2 Goldfields through a plan of arrangement. Under the terms of the agreement, G2 shareholders will receive 0.212 GMIN shares, along with exposure to a new and well-funded exploration vehicle, the G3 SpinCo, which will hold interests in the Tiger Creek property, Peter's Mine property, Property B, being all remaining G2 properties outside of Oko-Gani, Amsterdam, Aremu Partnership, and Aremu Mine and Property A.
SpinCo will be funded with CAD 45 million of cash and, given the unexplored potential of the acquired properties, will also be granted a contingent value right, providing for payments to be made to G3 SpinCo in the maximum aggregate amount of $200 million, based on the establishment of various increments of M&I resources at the acquired properties. The exchange ratio implies an offer price of CAD 10.84 per G2 common share, excluding the value of G3 SpinCo, based on the closing price of GMIN shares on the TSX as of April 8th, 2026, and a premium of 72% based on the 30-day VWAPs of GMIN and G2's common shares on the TSX as of the same date. The fully diluted in-the-money equity value of the transaction, excluding the value of G3 SpinCo, is estimated to be approximately CAD 3 billion.
Upon completion of the transaction, existing GMIN and G2 shareholders will own approximately 80.1% and 19.9% of GMIN, respectively. G2 shareholders will also own 100% of G3 SpinCo. The transaction has been unanimously approved by both boards and expected to close in the second quarter of 2026, subject to customary shareholder regulatory and court approvals. The transaction will require approval by 66 2/3% of G2 shareholders. In addition, G2's two largest shareholders, together with directors and members of senior management, have entered into lock-up agreements in support of the transaction, representing 37% of its shares outstanding. As part of the transaction, GMIN will benefit from a dramatically increased district scale land package with the inclusion of the acquired properties. This materially enhances the exploration upside potential of the combined Oko West project, all of which are located within approximately 20 km of the planned infrastructure.
Likewise, G2 shareholders will benefit from the continued exploration upside exposure through the spin out of the Peter's Mine, Property B, and Tiger Creek properties into the G3 SpinCo, which will be managed by the successful G2 exploration team. This transaction delivers several benefits to GMIN shareholders, creating a truly transformational growth profile, taking our production from roughly 160,000-190,000 ounces as guided for 2026, and scaling to more than 700,000 ounces annually, with minimal incremental execution risk, and before even factoring in the upside potential from Gurupi. It also establishes a tier-one gold district in Guyana with scale and infrastructure to support more than 500,000 ounces of gold production per year. Most importantly, we believe we can unlock over CAD 1 billion in synergies driven by meaningful efficiencies across capital spending, operating costs, higher throughput through shared infrastructure, improved mine sequencing, and the potential for accelerated permitting timelines.
This transaction also significantly expands our exploration footprint, increasing our land position to 362 sq km in a highly prospective geological belt. Finally, and critically, we expect the transaction to be highly accretive on a NAV per share, reflecting the relative valuation multiples of the two companies and the impact of more than CAD 1 billion in synergies compared to an acquisition equity value of approximately CAD 3 billion. I'd like to now pass it over to Dan to go over the benefits for G2 shareholders.
Yeah. Thanks, LP. For G2 shareholders, the transaction provides both immediate value and continued upside. Our shareholders will receive an attractive premium and ownership in a larger, more liquid, and more visible company. At the same time, there is retained exposure to exploration upside through G3 SpinCo and a contingent value right. Importantly, the Oko West project benefits from a fully funded development path supported by GMIN's building expertise, balance sheet, and free cash flow. Back to you, LP.
Thanks, Dan. Turning to slide 11, which shows the snapshot of the combined group with a pro forma market cap of $11.1 billion and a strong net cash position of approximately $218 million. Let's now turn to the combined Oko project. What is driving the substantial synergies of this transaction is the proximity of the two projects. The combined projects creates a continuous land package of approximately 362 sq km in a highly prospective region. This addition gives us a district scale control, not just of the currently identified deposits, but an entire system with long-term expansion potential, which we intend to continue exploring aggressively, even as we are focused on construction. The two deposits are right beside each other, and as a result, the incremental haul distance from Oko-Ghanie deposit to the Oko West Gold is approximately 3 km.
The Oko West and Oko-Ghanie deposits are essentially part of the same continuous mineralized system. The deposits contain a combined indicated mineral resources of 7 million ounces at an attractive grade of 2.28 grams per ton. Combining the datasets from both projects enhances our geological understanding and improves targeting going forward. For example, in block one, at the junction of the two properties where sparse drilling is already highlighting the presence of another high-grade ore shoot. The system remains untested at depth, but intersected down to 1 km on block four and along strike, essentially forming a continuous 4.5 km-long open pit when combining the deposits. Ongoing drilling continues to demonstrate continuity and expansion potential. In addition to the existing resource, the property presents significant exploration upside.
This includes brownfield potential through the expansion of known deposits and numerous greenfield targets distributed across the wider land package. The project is located in a highly fertile geological environment, with mineralization focused along structural and lithological controls at the contact of the main intrusive, as shown with the regional geophysics. Numerous targets are already planned to be tested on the broader property. We see synergies across all of our key operating metrics. Life of mine average annual production is expected to increase 42% to over 500,000 ounces per year. Contained M&I resources increases by 30% to 7 million ounces. Combined M&I resource grade increases 12% to 2.3 grams per ton and allows for mine sequencing optimization. Mine life is expected to increase beyond 14 years, and CapEx intensity is expected to decrease on a per contained ounce basis.
The various synergies that we expect to realize from the transaction that we can identify immediately total approximately CAD 1 billion over the life of mine on a pre-tax basis. This includes approximately CAD 850 million in capital savings, primarily from eliminating duplicate infrastructure, and roughly CAD 275 million in operating savings over the life of mine. In simple terms, instead of building two projects, we build one that we will expand and do it more efficiently. In addition, there is material value in bringing Oko West into production faster as part of a combined project. The synergies that will be generated are very unique, and our objective will be to generate an updated feasibility study for the combined expanded project. The integration of both mines also helps accelerate the development of Oko West while reducing overall project risk.
Since Oko West is already fully permitted, we can bring Oko-Ghanie into the existing framework through an amendment process rather than restarting the permitting process from the beginning. We'll also be able to leverage existing government agreements and the strong community relationships that we already have in place. Altogether, this supports a faster, more efficient, and more streamlined path to production. At the same time, we do not expect to delay or interrupt the current Oko West project or introduce delays. Slide 19 shows the overall progress of construction activities at Oko West. As of the end of 2025, total project commitments amount to approximately $424 million, representing 43% of the initial capital budget. Detailed engineering almost at 60% at year-end and is expected to be finalized by Q3 2026.
Main construction activities are now underway in the process plant area, with the grinding circuit representing the project's critical path. Both mills are expected to arrive in Guyana in July of this year, with commissioning and first gold production targeted for the fourth quarter of 2027. The project remains well within budget and on schedule, with first gold pour targeted in the second half of 2027 and commercial production in January 2028. Regarding the plan for an integrated project, it involves completing the definition drilling of the Oko-Ghanie deposits and technical studies to verify the optimal mine plan, sequencing, and throughput for the expanded project. The intention is to release a technical report in 2027, targeting expanded production by the first half of 2029. The current Oko West project and an expanded combined Oko project will be de-risked from a funding perspective.
At a gold price of $4,000 per ounce, our estimated TZ free cash flow will more than cover the remaining capital expenditures to complete construction of Oko West without using our undrawn credit facility and current cash on the balance sheet. Let's now turn to how this project compares globally. On a global basis, the combined Oko project ranks among the largest advanced stage gold projects in terms of production. At over 500,000 ounces annually, it sits firmly in the top tier of advanced development projects worldwide. Beyond scale, the project also stands out in terms of quality. When we look at resource size and grade together, the combined Oko is in a class of its own among comparable projects in the Americas. In our view, this combination of size and grade is rare and should command a premium valuation. This transaction also drives a compelling production growth profile.
We move from roughly 200,000 ounces today to over 700,000 ounces annually over time, which positions GMIN as one of the fastest-growing producers globally. Despite this growth, GMIN currently trades at a discount to peers. The P/NAV multiple shown on this slide is based on consensus multiples of GMIN and G2 and does not factor the synergies of putting the two projects together into one. As we execute on construction, deliver key milestones, and realize synergies, we believe there is a compelling opportunity for a re-rate. To conclude, this transaction creates a tier-one gold asset in Guyana with scale, strong economics, and significant synergies. It is fully funded, supported by a proven execution team, and positioned for meaningful production growth. Thank you for your time, and we'll now be happy to take any questions.
Thank you. As a reminder, to ask a question, you will need to press star then one on your telephone keypad. If you would like to withdraw your question, press star one again. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Ralph Profiti with Stifel Financial. Your line is open.
Thanks, operator, and good morning, and thank you for taking my question. Just wondering how we think about this $850 million in capital cost savings, and what items did you include in that bucket? Your preliminary comments mentioned the mill and the processing facility, and I was wondering if there's work being done on synergies through tailings fleet and what other things we can throw into that bucket.
Yeah, that's a good question. There's actually a lot of things that we can throw into that bucket, starting with all the shared infrastructure. When we think of just the access road, all the logistics infrastructure such as the wharf, the permanent camp facility, communications infrastructure. There's also the tailings facility, as you mentioned, because at that point, all we need to do is do a raise to the tailings dam at minimal cost as opposed to building a new facility. Then on the process plant side, we're looking at an expansion as opposed to building a whole separate plant. Yeah, the synergies on the CapEx side are quite significant. To be honest, we've highlighted some of the initial ones through that number, but that will be further refined through the feasibility study that we'll be completing.
Okay. I'd also like to get your thoughts on your due diligence on Oko West underground potential. Where are you at on that?
Yeah, obviously that was part of the due diligence. As you know, both deposits have an open pit and underground component. That's obviously part of how we see the combined project. We see a lot of opportunities in terms of optimizing the mining plan, both in terms of sequencing and the mix that we see of both open pit and underground contributing to the mill feed. Yeah, that's part of the project. As we highlighted, there is definition drilling that needs to take place on the Oko deposits, and that's a work stream that we need to pull into an updated feasibility study.
Great. Thank you for those answers.
Next question comes from the line of Josh Wolfson with RBC Capital Markets. Your line is open.
Yeah, thank you very much. Just going back to Ralph's question on the CapEx. The old G2 CapEx was about $660 million. Then now with the capital cost savings in US dollars, it's over $600 million. The CapEx, I guess, implied to build the project looks extremely low. I'm wondering, how much additional capital could there be beyond project construction that might not be included in these numbers? For example, just to build the expansion at the existing plant. Or is there something we're not fully understanding here in terms of capital cost savings? Thank you.
Yeah. The capital cost savings that we're referencing are life of mine CapEx savings. It does include initial and sustaining. That's one aspect. As you know, with the underground aspects of these projects and the staging, there is significant sustaining CapEx in both projects. That saving that we're referring to includes both initial and sustaining. Yeah, going back to your question, also, what additional initial CapEx we see for the expansion? Obviously, we've done preliminary work as part of our due diligence process, but that's what we need to refine as part of the feasibility study. We envisioned initially a 25%-30% expansion of the plant throughput. There again, that's something that we want to revisit in more detail. There's maybe potential to go bigger. That's the whole optimization exercise that we want to undergo as part of the feasibility.
Good. Thank you. That's very helpful. Another question. There's sort of been some discussion about sequencing. When you think about combining the two projects, is there any ability to consider maybe deferring underground development if that would help improve the IRR or anything like that? Or is this mainly just a great exercise of accelerating some higher grade portions that G2 might have? Thank you.
Yeah, that's part of the optimization exercise. G2 does have sections of deposits that have higher grade. With a view of maximizing head grade in a life of mine schedule, there's that will be possible. One of the key balancing acts that we have is really maintaining a blend of open pit and underground production. Obviously, if we're expanding the mill 30%, that assumes that we're always having a continuous feed from the open pit. Yeah, that's part of the optimization that we'll be doing, but there will be a mix of G2 deposits coming in earlier into the schedule, and displacing some of the Oko West mineralization.
Great. Thank you very much.
Next question comes from the line of Jeremy Hoy with Canaccord Genuity. Your line is open.
Hi, LP and team. Thanks for taking my question. Most of them were around the CapEx, and I think you've provided enough color there. Just two more. Could you comment on the timing of the FS that you're planning to put out? And with the additional exploration opportunities with the new properties, can we expect an augmentation of the exploration budget this year and next?
Yeah. Obviously, we'll be detailing out our timeline further once the transaction closes. Assuming it's end of Q2, we would expect to have an updated FS in the second half of 2027. Yeah, G2 is currently progressing with the definition drilling. Once the transaction closes, we'll carry on with those activities to feed the FS. That's the planning. As you mentioned, there's multiple targets on this land package. Yeah, they'll likely be enhanced exploration budgets being put together to advance the work streams on the combined project and combined land package. Yeah, we're contending with building a mine at the same time and ramping up workforce, on the construction side, to close to about 2,000 people by year-end. Yeah, there's a continual battle for beds on site. That's what we're juggling at the same time.
Got it. Thanks very much for that color. If I may, actually one for Daniel. Could you comment on the prospectivity of the properties that are being spun out into G3?
Yeah, for sure. Basically, it contains the Peter's Mine in the Puruni area with Tiger Creek as well. That's a historic producer from the early 1900s. High grade, 41,000, 41 grams a ton. Definitely huge potential out there. We think we've got mineralization over about a 4K strike there. That'll be our first up target. Up at Area B to the northwest, more greenfields. A lot of gold coming out of there. We think we're on to the next one. That's what we're good at, and so we're pretty excited about that.
Great. Appreciate the color, guys. I'll step back in the queue.
Next question comes from the line of Anita Soni with CIBC. Your line is open.
Hi. Good morning, everyone. Thanks for taking my question. I guess I was just going to follow up in terms of the manpower. Is there anyone in the management team at G2 that's going to be retained, or is it just passing the ball over to you guys and run with it?
Yeah, I think the plan is the G2 team will move over to the G3 SpinCo. Then we'll just pick up the ball, like you say, and continue the work programs at that point with our teams.
Okay. In terms of the people, the next packet of work looks like it's infill drilling studies permitting. Those are people, I guess, who have just completed their tasks at GMIN and now are kind of looking for things to do, and so this is the next phase for them. Is that the case?
Yeah, that's basically it. We do have teams that are currently working on the detailed engineering, which will be completed in Q3. We will be opening up new work streams to work on the updated feasibility study. Yeah, that'll be basically the same teams involved in both processes.
All right. If we're thinking about early modeling of trying to figure out a valuation for a New Co ahead of this updated feasibility study, and I apologize if it's somewhere in this press release, but what kind of throughput are you looking at in the plan?
Yeah. We guided to some of our initial thoughts, which are in the range of 25%-30% throughput expansion. We do want to revisit that. It could be potentially higher. It's going to be a combination of maximizing our value and making sure that we have a plant that's going to operate well as well. That's our current thinking based on a lot of work that went into the due diligence process so far.
When do you think that you would actually get to sort of the 500,000, like, expand? Because I look at the. So you're going to build the plant in 2028, and you're commissioning the plant, but presumably you're going to be doing some stripping and the mining earthworks for the other deposits. That might not be. Unless you start now or relatively soon ahead of the project. Where is the earthworks and pre-stripping in this schedule here in the project integration?
Yeah. The way we're looking at it is this year and 2027 would be the infill drilling, the studies, the permitting, and the procurement required for the expanded project, 2028 being, call it the expansion of the plant facility and pre-stripping, like you say. Basically, pre-production on the expanded project would be 2028, and targeting an expanded throughput come 2029. The exact timing of that expanded throughput in 2029 is to be fully buttoned down. We'd expect that to take shape in 2029.
Okay, thank you.
Everyone if you would like to ask question press star one in your telephone keypad. We have our question from the webcast. Question is, does Tajiri Resources Yono project, located between Oko West and Oko-Ghanie, lie on any land that could improve the overall project layout?
Currently, it's not ground that is required for the project. That's currently not in our plans.
Thank you. Everyone, if you would like to ask a question from the phone, press star then one on your telephone keypad. Looks like we don't have any questions for now. That concludes today's call. Thank you all for joining. You may now disconnect.