New Found signs deal to acquire claims from Exploits
Executive Summary
- New Found Gold Corp. entered a definitive property purchase agreement to acquire a 100 % interest in additional mineral claims adjoining its Queensway gold project, increasing the land package by up to 33 % (an extra 58,600 ha, total 234,050 ha).
- Consideration consists of 2,821,556 common shares, a 1 % NSR royalty, and an additional 725,543 shares contingent on a court determination – effectively a share‑based transaction with modest cash outlay.
- The closing is expected in Q4 2025 pending shareholder approval (66.67 % of Exploits votes), exchange approvals, and customary conditions; the deal includes a $250,000 termination fee and right‑of‑first‑refusal provisions.
Key Details
- Land Expansion:
- Group 1 – 1,984 issued claims covering 49,600 ha.
- Group 2 – 360 claims under review covering 9,000 ha.
-
Total added area 58,600 ha, a 33 % increase to the Queensway project’s footprint (now 234,050 ha).
-
Consideration:
- Issue of 2,821,556 New Found Gold common shares to Exploits.
- Grant of a 1 % net smelter return (NSR) royalty on certain mineral licences.
-
Conditional issuance of 725,543 additional shares within 10 business days after the Supreme Court of Newfoundland and Labrador renders a final determination on disputed claims.
-
Royalty Agreement:
- Exploits receives a 1 % NSR royalty on products from the acquired claims.
-
New Found Gold holds an option to purchase 0.5 % of that royalty for $750,000 (exercise window: first three years).
-
Transaction Conditions:
- Requires approval of at least 66.67 % of Exploits’ voting shares at a shareholder meeting.
- Subject to customary closing conditions, including approvals from the TSX Venture Exchange, NYSE American, and Canadian Securities Exchange.
-
Anticipated closing in Q4 2025.
-
Deal‑Protection Provisions:
- Standard non‑solicitation clauses.
- Right for New Found Gold to match any superior proposal.
-
Termination fee: $250,000 payable by Exploits under customary circumstances.
-
Support Agreements:
- Directors, officers, and certain shareholders of Exploits (≈15 % of its common shares) have entered voting support agreements to vote in favour of the transaction.
Notable Quotes
“The acquisition of these additional highly prospective landholdings… is the next step in building a district‑scale land package in central Newfoundland.” – Keith Boyle, CEO, New Found Gold
All boilerplate and safe‑harbor language have been omitted for brevity.