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

Executive Summary

• New Found Gold and Maritime have signed a definitive arrangement agreement under which New Found Gold will acquire all outstanding Maritime common shares it does not already own, creating an emerging Canadian gold producer.
• The transaction values the combined entity at approximately C$292 million (fully‑diluted) and will result in roughly 69% ownership by New Found Gold shareholders and 31% by Maritime shareholders post‑closing.
• The combination brings together two Tier 1 Newfoundland assets—Queensway (New Found Gold) and Hammerdown (Maritime)—providing near‑term cash flow from Hammerdown (full production expected early 2026) to fund Queensway Phase I development (production targeted for 2027), with significant operational synergies via shared infrastructure (Pine Cove Mill, Nugget Pond HGP).

Key Details

• Transaction Structure
• Arrangement by way of a court‑approved plan of arrangement under the BC Business Corporations Act.
• Exchange ratio: each Maritime share receives 0.75 New Found Gold common shares.
• Existing New Found Gold ownership of Maritime shares ≈ 0.1%; post‑closing ownership will be ~69% (New Found) / 31% (Maritime).

• Implied premium to Maritime shareholders: 32% vs. 20‑day VWAP (Sept 4, 2025) and 56% vs. July 30, 2025 closing price.

• Consideration & Valuation

• Implied equity value of the transaction ≈ C$292 million on a fully‑diluted in‑the‑money basis.
• Termination fee: C$13 million payable by Maritime if the arrangement is terminated under certain conditions.

• Expense reimbursement: C$2 million payable by the terminating party for breach or lack of shareholder approval.

• Closing Conditions & Timeline

• Subject to Maritime shareholder approval (≥66⅔% of votes) at a special meeting expected in late October 2025, court approval, and customary stock‑exchange approvals.

• Anticipated closing in Q4 2025; Maritime shares to be delisted from the TSXV promptly thereafter.

• Operational Synergies

• Combined entity will operate two high‑grade gold projects in central Newfoundland: Queensway (Phase I production targeted 2027) and Hammerdown (full production early 2026).
• Shared processing facilities: Pine Cove Mill and Nugget Pond Hydrometallurgical Gold Plant.

• Expected cash flow from Hammerdown to fund a material portion of Queensway’s Phase I capital expenditures.

• Financial Highlights of Underlying Projects

• Hammerdown (Maritime)
  • Feasibility Study: 50,000 oz/year production at AISC US$912/oz.
  • Proven & Probable reserves: 1.895 Mt @ 4.46 g/t Au → 272 k oz gold.
  • Net present value (NPV₅%) ≈ US$102.8 M; IRR ≈ 48%; payback ≈ 1.7 years.

• Queensway (New Found)

  • PEA (July 2025): Phase I – $155 M capex, 69.3 k oz/year at AISC US$1,282/oz; Phase II – $442 M capex, 172.2 k oz/year at AISC US$1,090/oz.
  • Total LOM production ≈ 1.5 Moz over 15 years; after‑tax NPV₅% ≈ US$1.45 B (gold price US$3,300/oz).

• Governance

• Maritime board unanimously recommends the transaction and will have a director join New Found’s board post‑closing.

• Fairness opinions provided by BMO Capital Markets (New Found) and Canaccord Genuity (Maritime).

• Advisors & Counsel

• New Found: Financial advisor – BMO Capital Markets; Legal counsel – Blake, Cassels & Graydon LLP.

• Maritime: Financial advisors – SCP Resource Finance and Canaccord Genuity Corp.; Legal counsel – Osler, Hoskin & Harcourt LLP; Special advisor – Paradigm Capital Inc.

• Conference Call

• Joint call/webcast scheduled for Sept 5, 2025 at 10 am ET (7 am PT).

Notable Quotes

• Keith Boyle, CEO, New Found Gold: “This acquisition positions New Found Gold as an emerging producer…providing near‑term cash flow to support Phase I development and production expected next year.”
• Garett Macdonald, President & CEO, Maritime: “The transaction provides Maritime shareholders a premium offer and unlocks operational synergies that will generate cash flow to fund growth across all projects.”

All forward‑looking statements are subject to risks and uncertainties detailed in the full release.