Control Without Consent: The $2.2 Billion Gold Merger and the Clause Guyana Never Enforced

THE 592 GUARDIAN♦ NATURAL RESOURCES ♦ACCOUNTABILITY♦ JUNE 2026

On June 16, shareholders of G2 Goldfields Inc. — gathered by proxy through a vote administered out of Toronto — approved the C$3 billion (US$2.2B) sale of their company to G Mining Ventures Corp. (GMIN). Some 208.5 million shares were cast, 99.99 percent in favour. What now stands between this transaction and completion is not a finding by Guyana’s Minister of Natural Resources, not a determination by the Guyana Geology and Mines Commission (GGMC), not a vote in the National Assembly. It is the Ontario Superior Court of Justice, Commercial List, ruling on a plan of arrangement under Canadian corporate law. The asset changing hands is the Oko-Ghanie gold deposit — one of the highest-grade discoveries on the Guiana Shield, sitting entirely inside Region Seven, entirely inside Guyana — and not one disclosed condition of the sale runs through Georgetown.

This is not GMIN’s first such maneuvre. In 2024 the company absorbed Reunion Gold Corp. for US$638 million to acquire what is now the Oko West Project.

Two billion dollar-class changes of control over the country’s most prospective gold ground, twice in two years, and on both occasions the government whose statute book is supposed to govern who controls a Guyanese mining licence has had nothing visible to say about either.

The law that should have applied

Guyana is not, in fact, without a tool built for this exact moment. Section 18 of the Mining Act, Cap. 65:01,” bars a body corporate holding a mining license from registering a transfer of its own shares, or entering any arrangement, that hands a particular party control — defined in the Act as 20 percent or more of the equity, the power to appoint half the board, or command of two-fifths of the voting rights — without the Minister’s prior written consent”.

The Minister’s only stated test is whether the change would prejudice the public interest. On paper, this is the mechanism that should have stood between an Ontario courtroom and a clean handover of a Guyanese gold district: a ministerial finding, made public, on whether this consolidation serves the country whose ore body is being traded.

Two features of that 1989 drafting appear to let this transaction pass straight through it. First, Section 18 binds only a company that already holds a mining license — the production-stage title under Chapter 4 of the Act. Oko-Ghanie, as of this transaction, sits under Large Scale Prospecting Licenses granted to G2 in August 2025, a different and earlier-stage title altogether. If the asset hasn’t yet crossed from prospecting to mining license, Section 18 has nothing to say about who buys or sells control of the company sitting on top of it — and that is exactly the stage, resource defined and de risked but not yet capital-committed, at which control of Guyanese gold ground is now most often sold.

Second, even once a mining licence is granted — as it was for GMIN’s own Oko West asset in December 2025, held through what the company itself describes as its Guyanese subsidiary — Section 18 binds the share register of that subsidiary, the direct titleholder, and says nothing about a sale of shares in the Toronto-listed parent sitting above it.

The very maneuver GMIN has just executed against G2, buying out an entire Canadian-listed shareholder base to acquire a Guyanese asset, could in principle be performed against GMIN itself one day by some future acquirer, without ever touching the register Section 18 was written to police.

Other resource states closed this gap; Guyana has not

Other jurisdictions identified this exact maneuver and legislated against it. The Democratic Republic of Congo’s 2018 mining code revision subjected both direct and indirect changes of control of a title holder to prior state approval, added a registration fee of roughly one percent of transaction value on any assignment of a mining title, and lifted the state’s free-carried equity stake from 5 to 10 percent. Tanzania’s reforms since 2017 entitle the government to a non-dilutable free-carried interest of at least 16 percent — rising as high as 50 percent depending on the incentives a company has received — in any mining-license holder, layered on top of a 30 percent capital gains charge whenever an interest in a mineral right is sold. Mozambique imposes a 32 percent levy on gains realized whenever mining rights change hands, whether the sale happens directly or is routed through a holding company several rungs removed. Burkina Faso set a flat 20 percent capital gains tax on any transfer of a mining title. Four different legal systems, four different drafting solutions, one shared diagnosis: a parent company’s shares can move while the licensed subsidiary’s own register stays untouched, and if the law doesn’t follow the money up the chain, the state captures nothing from the sale of its own patrimony. Guyana wrote Section 18 in 1989, before any of this consolidation was conceivable, and has not revisited it since the value passing through that gap went from speculative to multi-billion-dollar.

What the public record does not show

Nothing in the disclosures around this transaction — not G2’s management circular, not GMIN’s announcements, not the Ontario court filings, not the wire coverage — references an application under Section 18, a ministerial consent, or a GGMC sign-off as a condition of closing. The only outstanding condition named, repeatedly, is approval from a Canadian court. It is also worth noting plainly what GYEITI’s reporting mandate does not reach: even a fully functioning EITI process tracks production and revenue, not the share registers of the companies that hold the licenses generating that revenue. An M&A event of this size could clear every EITI disclosure requirement in the country and still never surface the question Section 18 exists to ask.

What should happen now

The 592 Guardian is calling on Minister of Natural Resources

Vickram Bharrat to state, on the record, whether any application under Section 18 was filed in connection with this transaction, by whom, and with what outcome — and if none was filed, on what legal basis the Ministry concluded none was required.

We are calling on the GGMC to publish, for every title in the Oko-Ghanie and Oko West corridor, the current registered holder of record, so the public can verify for itself whether the mining-license threshold in Section 18 was ever actually crossed by the entity whose shares were just sold in Toronto.

And we are calling on the National Assembly to explain why, with two billion-dollar consolidations of the country’s gold sector now behind it in two years, Section 18 still lacks the indirect-control and capital-gains provisions that the Congo, Tanzania, Mozambique, and Burkina Faso built into their own mining laws for precisely this scenario.

A country that allows the most consequential transactions in its extractive sector to be decided by proxy vote in Toronto and finalized by a court in Ontario is not participating in the global mining industry as an equal counterparty.

It is a jurisdiction whose only enforceable claim on its own gold is the address printed on the license.