Mr. Keith Boyle reports
NEW FOUND GOLD ANNOUNCES C$49 MILLION BOUGHT DEAL FINANCING AND C$20 MILLION PRIVATE PLACEMENT: CONTINUED SUPPORT WITH LEAD ORDERS BY STRATEGIC INVESTOR ERIC SPROTT
New Found Gold Corp. has entered into an agreement with BMO Capital Markets and SCP Resource Finance LP, on behalf of themselves and a syndicate of underwriters led by BMO Capital Markets and SCP Resource Finance LP, under which the underwriters have agreed to buy, on a bought deal basis, 21.4 million charity flow-through common shares of the company at a price of $2.29 per charity flow-through common share for aggregate gross proceeds of approximately $49-million. The company has granted the underwriters an option, exercisable at the offering price up to 30 days following the closing of Tranche 1 (as defined below), to purchase up to an additional 15 per cent of the charity flow-through common shares issued in connection with the offering. Each charity flow-through common share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).
Subsequent to the offering, the company also expects to complete a non-brokered private placement of up to 12,269,939 non-flow-through common shares at a price of $1.63 per common share of the company for gross proceeds of approximately $20-million. The common shares issued pursuant to the private placement will be subject to a statutory hold period of four months and one day. The private placement is subject to the company receiving all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange and authorization of NYSE American LLC.
Eric Sprott has indicated his intention to participate in the offering to maintain his approximately 19-per-cent shareholdings and the private placement for such number of common shares that results in Mr. Sprott holding more than 20 per cent of the issued and outstanding common shares of the company. Following the closing of the private placement, the company expects that Mr. Sprott will become a new control person (as defined in the policies of the TSX-V); and, therefore, the company intends to obtain disinterested shareholder approval in accordance with the TSX-V policies prior to the closing of the private placement.
Keith Boyle, chief executive officer of New Found Gold, commented: "With a significant lead order by Eric Sprott on both the offering and the private placement, the proceeds from the financing will allow us to advance the Queensway gold project to the development stage. Mr. Sprott has been a highly supportive shareholder in the company since its early days and we thank him for his continued support as we embark on this next chapter for the company."
The gross proceeds from the offering will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as such terms are defined in the Income Tax Act (Canada)) related to the company's Queensway gold project on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers for the charity flow-through common shares effective on or before Dec. 31, 2025.
The gross proceeds from the private placement will be used by the company to advance its 100-per-cent-owned Queensway gold project and for general corporate and working capital purposes.
The charity flow-through common shares will be offered in all of the provinces and territories of Canada, excluding Quebec and Nunavut, by way of a prospectus supplement to the company's short form base shelf prospectus dated May 23, 2025. The charity flow-through common shares will also be offered by way of a U.S. prospectus supplement forming part of the company's registration statement on Form F-10 in the United States. The closing of the offering will consist of an initial tranche (Tranche 1), which is expected to close on or about June 3, 2025, as well as a second tranche (Tranche 2), which is expected to close on or about June 12, 2025. Tranche 1 will consist of 15,265,000 charity flow-through common shares to be issued pursuant to the offering. Tranche 2 will consist of 6,135,000 charity flow-through common shares to be issued pursuant to the offering.
Both closings are subject to the company receiving all necessary regulatory approvals, including the approval of the TSX-V and authorization of NYSE American.
Access to the prospectus supplement, the base shelf prospectus and any amendments thereto are provided in Canada in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to such documents. The base shelf prospectus is and the prospectus supplement will be (within two business days from the date hereof) accessible through SEDAR+. An electronic or paper copy of the prospectus supplement, the base shelf prospectus and any amendment to these documents may be obtained, without charge, from BMO Nesbitt Burns, Brampton Distribution Centre care of The Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151 (extension 4312) or by e-mail at torbramwarehouse@datagroup.ca, and in the United States by contacting BMO Capital Markets, attention: equity syndicate department, 151 W 42nd St., 32nd floor, New York, N.Y., 10036, or by telephone at 800-414-3627 or by e-mail at bmoprospectus@bmo.com by providing BMO Capital Markets with an e-mail address or mailing address, as applicable.
Copies of the base shelf prospectus and prospectus supplement, when available, can be found under the company's profile on SEDAR+, and a copy of the registration statement and the prospectus supplement can be found on EDGAR.
About New Found Gold
Corp.
New Found Gold 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 at Queensway (see New Found Gold's news release dated March 24, 2025). A fully financed preliminary economic assessment is under way, with completion scheduled for late Q2 2025.
Recent drilling continues to yield new discoveries along strike and downdip of known gold zones, pointing to the district-scale potential of the 175,600-hectare project that 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 a 19-per-cent holding by Mr. Sprott) and is focused on growth and value creation at Queensway.
We seek Safe Harbor.
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