New Found Gold and Maritime Resources Announce Closing of Previously Announced Arrangement: Creation of an Emerging Canadian Gold Producer

Executive Summary

• New Found Gold Corp. completed the acquisition of all outstanding Maritime Resources shares via a statutory plan of arrangement, making Maritime Resources a wholly‑owned subsidiary.
• The transaction resulted in a pro‑forma ownership split of approximately 69 % New Found Gold shareholders and 31 % former Maritime Resources shareholders; Maritime Shares were delisted from the TSX Venture Exchange.
• Concurrently, New Found Gold entered into a debt settlement agreement with SCP Resource Finance LLP, issuing 1,085,003 Settlement Shares at a deemed price of $3.02 per share to extinguish $3.28 M of outstanding debt.

Key Details

• Acquisition Structure: Each Maritime Share was exchanged for 0.75 New Found Gold common shares (Exchange Ratio).
• Ownership Post‑Transaction: Existing New Found Gold shareholders hold ~69 % and former Maritime Resources shareholders hold ~31 % of the combined company on a fully‑diluted basis.
• Board Changes: Allen Palmiere appointed to New Found Gold’s board; Melissa Render resigned from the board; all Maritime Resources directors and officers resigned.
• Delisting: Maritime Shares will be delisted from the TSX Venture Exchange; Maritime Resources will cease reporting under Canadian securities laws.
• Option/Warrant Adjustments: All Maritime Options were cancelled and replaced with options to acquire New Found Gold shares based on the same exchange ratio; existing Maritime purchase warrants were adjusted accordingly.
• Debt Settlement Terms:
• Debt amount: $3,276,712 (rounded to nearest whole share).
• Settlement Shares issued: 1,085,003 New Found Gold shares.
• Deemed issue price: $3.02 per Settlement Share (based on NYSE American closing price on 2025‑11‑12).
• Hold period: Four months and one day from issuance.
• Regulatory Approvals: Closing of the Shares for Debt Transaction is subject to TSX Venture Exchange and NYSE American approvals.
• Advisors & Counsel:
• Legal counsel – New Found Gold: Blake, Cassels & Graydon LLP; Maritime Resources: Osler, Hoskin & Harcourt LLP.
• Financial advisors – New Found Gold: BMO Capital Markets; Maritime Resources: SCP Resource Finance LP and Canaccord Genuity Corp.

Notable Quotes

• Keith Boyle, CEO (New Found Gold): “In less than a year, New Found Gold has transformed from an early‑stage exploration company to an emerging Canadian gold producer… The combined Company is now producing gold…”
• Paul Andre Huet, Chairman (New Found Gold): “I am pleased to welcome Allen Palmiere to the Board… I would also like to thank our President, Melissa Render for her service on the Board.”
• Garett Macdonald, President & CEO (Maritime Resources): “We are pleased with the completion of the business combination and are excited for New Found Gold as it grows into Canada’s newest mid‑tier gold producer.”