Mr. Jeff Swinoga reports
EXPLOITS DISCOVERY ANNOUNCES SALE OF NEWFOUNDLAND CLAIMS TO NEW FOUND GOLD TO ACCELERATE DEVELOPMENT ON ITS NEW GOLD PROJECTS IN ONTARIO & QUEBEC
Exploits Discovery Corp. has entered into a definitive property purchase agreement dated Sept. 7, 2025, with New Found Gold Corp., providing for the sale of a 100-per-cent interest in all of its mineral claims in central Newfoundland.
Jeff Swinoga, president and chief executive officer of Exploits, stated: "This is an excellent transaction for our shareholders, providing up to approximately $8.8-million of value along with a 1-per-cent NSR. It provides immediate value, ongoing exposure to NFG's discovery success, and adds royalty upside, allowing us [to] accelerate development on our new growth platform of growing gold ounces in Ontario and Quebec. With Hawkins in Ontario and Fenton, Wilson and Benoist in Quebec, we now control four cornerstone projects hosting a combined historical gold resource estimate of 680,000 ounces in Canada's leading gold belts. Each has historical mineral resource estimates, strong infrastructure and district-scale growth potential. We are excited to drive the next phase of value creation by growing resources and advancing exploration."
Transaction summary
Under the purchase agreement, on the closing date of the transaction, NFG has agreed to pay an aggregate purchase price for all of Exploits' Newfoundland mineral claims (representing 1,984 mineral claims (49,600 hectares)) excluding certain mineral claims in dispute before the Supreme Court of Newfoundland and Labrador (representing 360 mineral claims (9,000 hectares)), composed of:
- $7-million of common shares of NFG, being 2,821,556 NFG shares valued on the basis of the 20-day volume-weighted average trading price of the NFG shares as of the date of the purchase agreement; and
- The grant of a 1.0-per-cent net smelter return royalty on the Bull's-eye and Gazeebow (North and South) claims and Exploits' claim block west of Keats West.
In addition, NFG would pay additional contingent consideration to Exploits composed of $1.8-million of NFG shares, being 725,543 NFG shares valued on the basis of the 20-day volume-weighted average trading price of the NFG shares as of the date of the purchase agreement, in respect of the disputed claims in the event of a final positive legal determination in favour of Exploits.
The NFG shares will be subject to a four-month-and-one-day resale restriction from the date of closing of the transaction. The royalty will contain a right and option in favour of NFG for three years to repurchase 0.5 per cent of the royalty for a price equal to $750,000.
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 pursuant to the Business Corporations Act (British Columbia) and the rules of the Canadian Securities Exchange. In addition, the transaction is subject to certain other customary closing conditions, including the approvals 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 board of directors of Exploits obtained a fairness opinion from Evans & Evans Inc. to the effect that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by Exploits under the purchase agreement is fair, from a financial point of view, to Exploits. The board of directors has unanimously determined that the transaction is in the best interests of Exploits and recommends that Exploits shareholders vote in favour of the transaction. Directors, officers and certain shareholders of Exploits, such as Eric Sprott, owning approximately 15.2 per cent of Exploits' common shares, have entered into voting and support agreements pursuant to which they have agreed to vote all the Exploits shares they own, or control, in favour of the transaction.
Pursuant to the terms of the purchase agreement, Exploits is subject to customary non-solicitation covenants and has the benefit of customary fiduciary-out provisions. In the event a superior proposal is approved by Exploits, NFG has a five-business-day right to match such proposal, and under certain circumstances where Exploits' board of directors changes its recommendation or the purchase agreement is terminated to accept a superior proposal, Exploits has agreed to pay a termination fee of $250,000 to NFG.
New growth platform in Ontario and Quebec
Following completion of the transaction, Exploits will focus entirely on advancing its four cornerstone gold projects in Ontario and Quebec, which together host approximately 680,000 ounces of historical gold resource estimates with significant expansion potential. This estimate is considered to be a historical estimate under National Instrument 43-101 (Standards of Disclosure for Mineral Projects) and is not considered by Exploits to be current.
About Exploits Discovery Corp.
Exploits Discovery is a Canadian gold exploration company focused on building ounces in top-tier mining jurisdictions. Following the sale of its Newfoundland claims, Exploits' portfolio is anchored by the Hawkins gold project in Ontario and three advanced-stage gold projects in Quebec (Fenton, Wilson and Benoist). The company's strategy is to advance projects with district-scale potential through systematic exploration and partnerships, creating shareholder value through discovery and resource growth.
National Instrument 43-101 disclosure
Dr. Natalie Pietrzak-Renaud, PGeo, technical adviser of Exploits, is a qualified person as defined under NI 43-101. Dr. Pietrzak-Renaud has reviewed and approved the scientific and technical information presented in this news release.
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