Vancouver, BC - TheNewswire - April 13, 2023 - G2 Energy Corp. (CSE:GTOO) (FKN:UD9) (the “Company” or “G2”) is pleased to announce that it will be proceeding with a private placement financing consisting of the sale of a minimum of 30,000,000 and up to a maximum of 43,250,000 units (the “Units”) in the capital of the Company at a price of CDN$0.02 per Unit for aggregate gross proceeds of a minimum of CDN$600,000 and up to CDN$865,000.00 (the “Offering”).

Each Unit consists of one (1) common share (the “Common Share”) and one (1) common share purchase warrant (the “Warrant”).  Each Warrant entitles the holder thereof to purchase one Common Share in the capital of the Company for a price of $0.05 for a period of twenty-four (24) months from the date of the closing.

Certain Common Shares may be issued separate from Units for the settlement of bona fide debt owed by the Company.

The Units and/or Common Shares will be offered for sale and/or issued to purchasers and/or creditors resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer Financing Exemption Offering”). The Listed Issuer Financing Exemption Offering is expected to be completed in multiple tranches, with the first tranche expected to close in the near term. The securities issued pursuant to the Listed Issuer Exemption Financing Offering will not be subject to any statutory hold period in accordance with applicable Canadian securities laws, although certain Common Shares issued in connection with certain debt settlements may be subject to a contractual hold period.

There is an offering document related to the Listed Issuer Financing Exemption that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at https://www.g2.energy/. Prospective investors and existing relevant creditors should read this offering document before subscribing for any securities issued in connection herewith.  

The proceeds from the Offering will be used by the Company primarily to add additional production, estimated to be 120 boed on the Masten Unit or to settle existing bona fide debt. The program includes returning 2 wells to production, workover on 4 wells and basic maintenance. Proceeds will also be used to retire debt, legal costs and G&A.

In consideration of the introduction to the Company of investors in the Offering, finder's fee may be paid in cash or in securities of the Company in accordance with applicable securities laws and CSE Policies.

The completion of the Offering will be subject to receipt of and all necessary regulatory approvals, including, if required, conditional approval by the CSE.

Participation of insiders of the Company in the Offering, to the extent permitted, will constitute a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

On Behalf of the Board,

“Slawek Smulewicz”

Slawek Smulewicz, CEO

For further information, please contact:

John Costigan, VP Corporate Development

O:        +1 778 775 4985,         C:        +1 604 620 8689

E:        info@g2.energy,                W:        WWW.G2.ENERGY

About G2 Energy Corp.

G2 Energy Corp. is a junior oil and gas producer listed on the CSE. It's primary focus is to acquire and develop additional overlooked, low risk, high return opportunities in the oil and gas sector. G2's strategy is to obtain a portfolio of risk-managed production and development opportunities onshore, U.S.A. In May 2022, G2 acquired the Masten Unit in the Permian Basin, Texas. The Masten Unit is the Company's first producing asset. G2 is targeting top tier projects with operating netbacks and infrastructure facilities which will fast track overall oil and gas production growth. 

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the information contained herein.

Forward Looking Statements Caution

Statements in this press release regarding the Company which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future, including expectations for the effects of the change of business of G2 to oil and gas, and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions may not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities may not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Statements relating to “reserves” are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future. Actual results could differ materially from those currently anticipated due to factors such as: the performance of wells; the availability and performance of facilities and pipelines; the geological characteristics of G2's properties; prevailing weather and break-up conditions; commodity prices; price volatility; price differentials and the actual prices received for the Company’s products; royalty regimes and exchange rates; the application of regulatory and licensing requirements; the availability of capital, labour and services; the creditworthiness of industry partners; the Company's ability to raise any required additional capital; and G2’s ability to acquire additional assets. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES