New Found Gold and Maritime Enter into Definitive Agreement to Combine; Combination Creates an Emerging Canadian Gold Producer

Executive Summary

• New Found Gold will acquire 100% of Maritime Resources’ outstanding common shares via a court‑approved plan of arrangement, creating a combined Canadian gold producer with near‑term production at Hammerdown (2026) and Phase I Queensway (2027).
• Shareholders of Maritime will receive 0.75 New Found Gold share per Maritime share, representing a 32% premium to the 20‑day VWAP and a 56% premium to the July 30 price; implied equity value ≈ C$292 million.
• The transaction is expected to close in Q4 2025 pending shareholder and court approvals, after which Maritime shares will be delisted from the TSXV.

Key Details

• Exchange Ratio: 0.75 New Found Gold common share for each Maritime common share.
• Current Ownership: New Found Gold already holds ~0.1% of Maritime shares. Post‑closing ownership will be ≈69% New Found Gold shareholders and 31% Maritime shareholders (fully‑diluted).
• Premiums: 32% to 20‑day VWAP (Sept 4, 2025); 56% to closing price on July 30, 2025.
• Implied Equity Value: Approximately C$292 million on a fully‑diluted in‑the‑money basis.
• Closing Conditions: Approval by ≥66⅔ % of Maritime shareholders (including option holders), court sanction under BC Business Corporations Act, customary stock exchange approvals, and satisfaction of standard closing conditions.
• Termination Fees: C$13 million payable by Maritime if the arrangement is terminated due to a “Superior Proposal”; C$2 million expense reimbursement if terminated for breach or lack of shareholder approval.
• Shareholder Meeting: Special meeting of Maritime shareholders scheduled for late October 2025 to vote on the transaction.
• Post‑Closing Governance: Anticipated addition of one former Maritime director to New Found Gold’s board.
• Financing/Capital Structure: No new financing disclosed; transaction funded through share exchange (equity consideration).
• Operational Synergies: Combined entity will leverage Pine Cove Mill and Nugget Pond HGP, providing near‑term cash flow from Hammerdown to fund Queensway Phase I development.
• Project Highlights:
• Hammerdown Gold Project: Feasibility Study shows 50,000 oz/year production at US$912/oz AISC; NPV C$102.8 M (5% discount), IRR 48%; cash flow to support Queensway.
• Queensway Gold Project: PEA targets Phase I (2027) with 69.3 koz/year at US$1,282/oz AISC; Phase II adds 172.2 koz/year; total LOM 1.5 Moz at ~US$1,256/oz AISC.
• Advisors & Counsel: BMO Capital Markets (financial advisor/fairness opinion to New Found Gold); Blake, Cassels & Graydon LLP (legal counsel – New Found Gold). SCP Resource Finance and Canaccord Genuity Corp. (financial advisors/fairness opinions – Maritime); Osler, Hoskin & Harcourt LLP (legal counsel – Maritime); Paradigm Capital Inc. (special advisor to Maritime board).
• Conference Call: Joint call/webcast on Sept 5, 2025 at 10 am ET (7 am PT) – dial‑in details provided.

Notable Quotes

“This acquisition positions New Found Gold as an emerging producer with gold production expected to commence next year… The synergies obtained by this combination derisks Queensway…” – Keith Boyle, CEO & Director, New Found Gold.

“This transaction provides Maritime shareholders with a near‑term premium offer and a longer‑term opportunity to be part of a much larger Canadian gold story.” – Garrett Macdonald, President, CEO & Director, Maritime Resources.