Proxy Firm Recommendation
Independent Proxy Firm Athene Advises G2 Goldfields Shareholders to Vote For G Mining Arrangement
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Institutional Shareholder Services (ISS), the world's leading independent proxy advisory firm, has recommended that G2 Goldfields shareholders vote FOR the proposed merger with G Mining Ventures, according to Montreal Gazette. The deal values G2 at approximately C$3 billion and offers shareholders a 72% premium based on the 30-day volume-weighted average price as of April 8, 2026.
The special meeting where shareholders will cast their votes is set for June 16, 2026, at 10:00 a.m. Toronto time, with a proxy deadline of June 12, Ottawa Sun reported. ISS stated the merger "makes strategic sense" and praised the board's "robust strategic review process."
ISS Calls the C$3 Billion Deal Strategically Sound
ISS noted the deal offers an "implied value transfer at a level not observed by G2 shareholders since September 2011," according to Financial Post. Under the deal terms, G2 shareholders receive 0.212 shares of G Mining Ventures (GMIN) for every G2 share they hold. That exchange ratio, combined with the 72% premium, is the core of the ISS endorsement.
G2 CEO Daniel Noone called the deal a "testament to the outstanding work" of his discovery team. GMIN CEO Louis-Pierre Gignac framed it as a "district-scale consolidation." Analysts at TD Cowen agreed, with analyst Steven Green saying GMIN was the "natural acquirer" and the deal logic was "obvious."
Shareholders Get Two Companies, Not Just One
The deal is structured as both a merger and a spin-out. G2 shareholders get GMIN shares — but they also get shares in a brand-new company called G3 Goldfields Inc., according to Stratford Beacon Herald. They receive 0.5 G3 shares for every G2 share held. G3 will hold non-core exploration assets like Tiger Creek and Peters Mine.
G3 will be seeded with C$45 million in cash. It will also carry a Contingent Value Right (CVR) — essentially a future bonus payment — potentially worth US$200 million if the company hits certain resource milestones. This structure means G2 holders walk away with stakes in two separate publicly listed companies.
Consolidating Guyana's Oko Gold District Into One Giant
The strategic logic centers on geography. GMIN already operates the Oko West Project in Guyana, which is fully permitted and financed. G2's Oko-Ghanie Project sits directly next door. Both properties sit on the same mineralized structure, called the Oko Shear. Merging them eliminates duplicate infrastructure and cuts costs sharply, according to The Observer.
The combined company is expected to produce between 500,000 and 700,000 ounces of gold per year, making it one of the largest gold producers in the Americas. The companies estimate over C$1 billion in synergies from shared mill infrastructure and permitting pipelines. Jefferies called the move "strategically compelling" and "modestly accretive" to GMIN's net asset value.
Key Risks: Dilution, Jurisdiction, and Ambitious Synergy Targets
Not everyone is fully convinced. GMIN shareholders own roughly 80% of the combined company after the deal closes — meaning they absorb some dilution. GMIN's stock dipped about 8% after the April 9 announcement. G2's stock surged nearly 70% on the same day. RBC Capital Markets analyst Josh Wolfson noted a low probability of any competing bids emerging, according to The Sudbury Star.
The C$1 billion synergy target has also drawn scrutiny. It depends on how quickly GMIN can integrate G2's Ghanie permits with its existing Oko West infrastructure. Some analysts also flag jurisdictional risk — the combined company will be almost entirely reliant on Guyana, meaning any shift in local policy could hit the whole growth pipeline hard. The deal is expected to close in early July 2026, pending court approval.
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