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

Executive Summary

• New Found Gold entered into a definitive arrangement agreement to acquire all outstanding shares of Maritime, creating an emerging Canadian gold producer with combined assets at Queensway and Hammerdown.
• The transaction values Maritime at approximately C$292 million (fully‑diluted) and will be funded by share exchange at a 0.75‑to‑1 ratio, giving existing shareholders ~69% (New Found) and ~31% (Maritime) of the pro‑forma company.
• The combined entity is expected to generate near‑term cash flow from Hammerdown (full production early 2026) to fund Queensway Phase I development (production targeted 2027), delivering significant operational synergies and a premium of 32–56% to Maritime shareholders.

Key Details

• Transaction Structure: Plan of arrangement; New Found Gold will acquire all Maritime common shares not already owned.
• Exchange Ratio: 0.75 New Found Gold share for each Maritime share.
• Ownership Post‑Closing: ~69 % New Found Gold shareholders, ~31 % Maritime shareholders (fully‑diluted).
• Implied Premiums: 32 % to the 20‑day VWAP (Sept 4 2025) and 56 % to the July 30 2025 closing price.
• Equity Value: Approx. C$292 million on a fully‑diluted in‑the‑money basis.
• Closing Conditions: Court approval, shareholder approvals (≥66⅔ % of Maritime votes), stock exchange consents; expected Q4 2025 completion.
• Special Meeting: Late October 2025 for Maritime shareholders to vote on the arrangement.
• Termination Fees: C$13 million payable by Maritime if terminated due to a “Superior Proposal”; C$2 million reimbursement if terminated for breach or lack of shareholder approval.
• Share Count Post‑Closing: 335,932,796 New Found Gold shares outstanding (up from 243,027,933).
• Synergies & Operational Benefits:
• Hammerdown projected 50,000 oz/yr production at US$912/oz AISC; cash flow to fund Queensway Phase I capex.
• Access to Pine Cove Mill and Nugget Pond HGP for processing.
• Combined assets located within ~180 km in central Newfoundland (tier‑1 jurisdiction).
• Project Highlights:
• Hammerdown: Proven & probable reserves 1.9 Mt @ 4.46 g/t Au (272 koz); Feasibility Study shows 50,000 oz/yr production, NPV ≈ C$251 M, AISC US$912/oz.
• Queensway: PEA Phase I – $155 M capex, 69.3 koz/yr at US$1,282/oz AISC; Phase II – $442 M capex, 172.2 koz/yr at US$1,090/oz AISC; total LOM 1.5 Moz at US$1,256/oz AISC.
• Advisors & Counsel: BMO Capital Markets (financial advisor/fairness opinion to New Found), Blake, Cassels & Graydon LLP (legal counsel – New Found); SCP Resource Finance & Osler, Hoskin & Harcourt LLP (Maritime advisors/counsel); Canaccord Genuity Corp. (fairness opinion – Maritime).
• Conference Call: Sept 5 2025, 10 am ET (7 am PT); dial‑in details provided for investors.

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.” – Garett Macdonald, President, CEO & Director, Maritime