G Mining Ventures Reports Adoption of New Omnibus Equity Incentive Plan

TSXV: GMIN
OTCQX: GMINF

BROSSARD, QC, Jan. 30, 2023 /CNW/ - G Mining Ventures Corp. ("GMIN" or the "Corporation") (TSXV: GMIN) (OTCQX: GMINF) is pleased to announce that it has recently obtained conditional approval from the TSX Venture Exchange for the adoption of a new omnibus equity incentive plan (the "New Plan"). As of the date hereof, the New Plan will replace the Corporation's current 2019 stock option plan (the "2019 Plan"). The Corporation intends to submit the New Plan for approval by its shareholders at its next annual meeting.

Pursuant to the New Plan, the Corporation will be entitled to grant deferred share units, stock options, performance share units, restricted share units and stock appreciation rights to employees, officers or directors of, or consultants to, the Corporation or any of its subsidiaries, with the number of common shares issuable thereunder, together with the number of shares issuable under the 2019 Plan, not to exceed 7.5% of the total number of shares outstanding from time to time.

As of the date hereof, the Corporation currently has 8,822,888 options outstanding under the 2019 Plan. The Corporation intends for those options to continue to be governed by the terms of the 2019 Plan. The Corporation will submit such awards for shareholder approval at its next annual meeting.

In accordance with the Corporation's 2019 Plan, the Board of Directors granted, earlier today, to officers and employees of the Corporation, an aggregate of 3,151,199 stock options of the Corporation (the "Options"), each Option conferring upon its holder the right to purchase one common share in the capital of the Corporation (each a "Share" and collectively, the "Shares"), for a following period of five (5) years and for an exercise price for each Option is C$0.80 per Share. The vesting terms are: one third (1/3) one (1) year after the date of grant, one third (1/3) two (2) years after the grant, and one third (1/3) three (3) years after the grant.

In accordance with the Corporation's New Plan, the Board of Directors granted, earlier today, to:

• directors of the Corporation, an aggregate of 900,000 Deferred Share Units of the Corporation (the "DSUs"), each DSU conferring upon its holder the right to receive, without payment of any consideration, one Common Share or, at the Corporation's option, a cash payment equal to the Fair Market Value (as defined in the Plan) of such Common Share (with the additional option of receiving any combination of cash and Common Shares), the whole in accordance with Part 5 of the Plan; and
• officers of the Corporation, an aggregate of 752,188 Restricted Share Units of the Corporation (the "RSUs"), each RSU conferring upon its holder the right to receive, without payment of any consideration, one Common Share or, at the Corporation's option, a cash payment equal to the Fair Market Value (as defined in the Plan) of such Common Share (with the additional option of receiving any combination of cash and Common Shares), the whole in accordance with Part 8 of the Plan.

The vesting terms are:

• for DSUs: upon the DSU holder ceasing to act in capacity of director of the Corporation, but not earlier than the first anniversary of the date of grant; and
• for RSUs: one third (1/3) the first anniversary of the date of grant, one third (1/3) the second anniversary of the date of grant, and one third (1/3) the third anniversary of the date of grant.

About G Mining Ventures Corp.
G Mining Ventures Corp. (TSXV: GMIN) (OTCQX: GMINF) is a mining company engaged in the acquisition, exploration and development of precious metal projects, to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored by its flagship Tocantinzinho Gold Project in mining friendly and prospective Pará State, Brazil.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Statement on Forward-Looking Information

All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking statements contained in this press release include, without limitation:

A.  those related to obtaining the requisite shareholder approval of the New Plan at the Corporation's next annual meeting; and

B.  more generally, the contents of the above section entitled "About G Mining Ventures Corp.".

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in the Corporation's other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the relevant sections of the Corporation's (i) Annual Information Form dated June 3, 2022, for the financial year ended December 31, 2021, and (ii) Management Discussion & Analysis. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

SOURCE G Mining Ventures Corp

For further information on GMIN, please visit the website at www.gminingventures.com or contact: Jessie Liu-Ernsting, Vice President, Investor Relations and Communications, 647.728.4176, [email protected]