11:58:04 EDT Tue 09 Sep 2025
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USA
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New Found Gold Corp
Symbol NFG
Shares Issued 230,737,994
Close 2025-09-08 C$ 2.60
Market Cap C$ 599,918,784
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New Found signs deal to acquire claims from Exploits

2025-09-08 18:07 ET - News Release

Mr. Keith Boyle reports

NEW FOUND GOLD EXPANDS QUEENSWAY GOLD PROJECT: ENTERS INTO PROPERTY PURCHASE AGREEMENT TO ACQUIRE ADDITIONAL MINERAL CLAIMS

New Found Gold Corp. has entered into a property purchase agreement with Exploits Discovery Corp. providing for the purchase by New Found Gold of a 100-per-cent interest in certain mineral claims in Newfoundland and Labrador held by Exploits. The claims adjoin New Found's Queensway gold project and would increase the size of the project by up to 33 per cent to a total of 234,050 hectares.

Keith Boyle, chief executive officer of New Found Gold, commented: "The acquisition of these additional highly prospective landholdings in and around Queensway is the next step in building a district-scale land package in central Newfoundland. With this acquisition, New Found Gold will control a key claim block immediately adjacent to the AFZ core, where we recently announced the results of a positive preliminary economic assessment. In addition, we will add a further 20 kilometres of strike extent along the main structures that control gold mineralization at Queensway. With a recently completed preliminary economic assessment, an exploration team with a proven track record of discovery and a strong treasury, the company is well positioned to continue to advance Queensway."

Claims overview:

  • Group 1 -- 1,984 issued mineral claims (49,600 hectares);
  • Group 2 -- 360 mineral claims under review (9,000 hectares).

The claims total 58,600 hectares -- a 33-per-cent increase in the size of New Found Gold's landholdings in central Newfoundland.

As consideration for the claims, New Found Gold will: (i) issue 2,821,556 common shares of the company to Exploits; (ii) grant to Exploits a 1-per-cent NSR (net smelter return) royalty (as defined below); (iii) within 10 business days following a final determination by the Supreme Court of Newfoundland and Labrador with respect to certain disputed mineral claims, issue 725,543 shares to Exploits.

Acquisition advantages:

  • The claims represent an important land position both from a development and exploration perspective.
  • The acquisition of the claims provide access to an area immediately adjacent to and along strike of the AFZ core, where the company recently announced the results of a PEA (see New Found Gold's news release dated July 21, 2025).
  • The combined land packages enhance the district-scale discovery potential of the project, with the additional 20 kilometres of strike along the Appleton fault zone.
  • New Found Gold is well positioned to advance the expanded land position, having an experienced exploration team with a proven record for discovery in the district, existing exploration infrastructure and the required capital.

Transaction details

The transaction requires the approval of 66.67 per cent of the votes cast by holders of common shares of Exploits at a shareholder meeting to be called by Exploits. In addition, the transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange, the NYSE American and the Canadian Securities Exchange. It is anticipated that the closing of the transaction will occur in the fourth quarter of 2025.

The agreement includes deal-protection provisions, including customary non-solicitation provisions, a right for New Found Gold to match any superior proposal, and a termination fee of $250,000, payable by Exploits, in customary circumstances. Directors, officers and certain shareholders of Exploits, owning approximately 15 per cent of Exploits' common shares have entered into voting support agreements, pursuant to which they have agreed to vote all the Exploits shares they own or control in favour of the transaction.

Royalty agreement

As partial consideration for the claims, New Found Gold will also grant to Exploits a 1.0-per-cent net smelter return royalty on certain of the mineral claims on the products derived from certain of the mineral licences forming part of the claims pursuant to a royalty agreement. For three years from the date of the royalty agreement, New Found Gold retains the right and option to purchase 0.5 per cent of the royalty for a price equal to $750,000.

About New Found Gold Corp.

New Found Gold is a well-financed, advanced-stage exploration company that holds a 100-per-cent interest in Queensway, located in Newfoundland and Labrador, a Tier 1 jurisdiction with excellent infrastructure and a skilled local work force.

The company has completed an initial mineral resource estimate and PEA at Queensway (see New Found Gold's news releases dated March 24, 2025, and July 21, 2025).

Recent drilling continues to yield new discoveries along strike and down dip of known gold zones, pointing to the district-scale potential of the 175,450-hectare project, which covers a 110-kilometre strike extent along two prospective fault zones.

New Found Gold has a new management team in place and a solid shareholder base, which includes an approximately 23.1-per-cent holding by Eric Sprott, and is focused on growth and value creation at Queensway.

We seek Safe Harbor.

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