G2 Goldfields Reduces Consideration Payable for Acquisition of Guyana Properties
TSX VENTURE: GTWO
TORONTO, July 04, 2019 (GLOBE NEWSWIRE) -- G2 Goldfields Inc. (the “Corporation“ or “G2 Goldfields”) (TSXV:GTWO) wishes to announce that it has entered into an amending agreement dated effective July 3, 2019 (the “Amendment Agreement”) in respect of its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of Bartica Investments Ltd. (“Bartica”) from Patrick Sheridan, Violet Smith and Shawn Hopkinson (collectively, the “Vendors”).
Pursuant to the original agreement between the Corporation and the Vendors in respect of the Acquisition, the consideration for the transaction was to be the issuance to the Vendors of an aggregate of 50,000,000 common shares of the Corporation (“Common Shares”). Pursuant to an Amendment Agreement dated February 11, 2019, the number of Common Shares to be issued to the Vendors was revised to be an aggregate of 40,000,000 Common Shares. All share references are after giving effect to the consolidation of the issued and outstanding Common Shares on the basis of one (1) new Common Share for every two (2) existing Common Shares, effective as of April 4, 2019.
Pursuant to an Amendment Agreement dated July 3, 2019, the number of Common Shares to be issued to the Vendors has been revised to be an aggregate of 20,000,000 Common Shares, of which 10,500,000 Common Shares will be issuable to Patrick Sheridan, and an aggregate of 9,500,000 Common Shares will be issuable to the other two Vendors.
Mr. Sheridan, one of the Vendors, is currently a director, officer and a “control person” of the Corporation for the purposes of applicable securities legislation, and beneficially owns or controls an aggregate of 16,189,074 Common Shares of the Corporation (of which 15,339,074 are owned by Mr. Sheridan directly) and convertible securities entitling Mr. Sheridan to acquire an additional 12,080,000 Common Shares of the Corporation, representing approximately 24% of the Common Shares issued and outstanding as of July 3, 2019 or 35.6% of the Common Shares assuming the conversion of the convertible securities held by Mr. Sheridan only. Pursuant to the Acquisition, Mr. Sheridan will acquire beneficial ownership and control over an additional 10,500,000 Common Shares which will result in Mr. Sheridan having beneficial ownership or control and direction over an aggregate of 26,689,074 Common Shares, or approximately 30.6% of the issued and outstanding Common Shares or 39% of the Common Shares assuming the conversion of the convertible securities held by Mr. Sheridan only.
All other terms of the Acquisition remain the same. The closing of the Acquisition remains subject to receipt of all remaining regulatory approvals. For further details of the Acquisition, please refer to the press release of the Corporation dated February 1, 2019, available on SEDAR at www.sedar.com.
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Executive Chairman & CEO
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