Canadian Goldfields to Acquire Newton Gold Property in Ontario

• Canadian Goldfields Discovery Corp. announced an amalgamation agreement to acquire Newton Gold Corp. on April 28, 2026.
• The transaction involves acquiring the Newton Gold Property in Ontario's Swayze Greenstone Belt.
• Consideration is 12,500,000 common shares issued at a ratio of approximately 0.62 shares for every one Newton Gold share held.
• Historical drill results on the property include Hole 10-02 with 35m at 4.05 g/t Au and G02-01 resampling showing 2.35 g/t Au over 52.4m.
• The property carries a 2% Net Smelter Return (NSR) royalty, with 50% repurchasable for C$1,500,000, and a 1.5% NSR royalty repurchasable in full for C$500,000.
• Share restrictions apply to the acquired shares: 33.3% at 6 months, 33.3% at 12 months, and 33.4% at 18 months resale restriction.
• Previous financing news from February 2026 indicated a private placement increase to C$7.575M intended for property acquisitions and drilling.

• The acquisition represents a strategic expansion into the Swayze Greenstone Belt, aligning with the company's stated goal of acquiring prospective land packages.
• Issuance of 12,500,000 shares constitutes significant equity dilution relative to recent financing rounds (approx. C$7.5M raised in Feb 2026).
• The share issuance value is approximately C$5.25M at current prices ($0.42), which is substantial compared to the company's cash position implied by previous financings.
• Royalty encumbrances total up to $2M if fully repurchased, creating a future cash drain risk that must be weighed against exploration potential.
• The staggered resale restrictions on Newton shareholders mitigate immediate sell pressure but do not eliminate long-term dilution concerns.
• Given the historical nature of the drill results and lack of new discovery data in this release, the market impact is likely incremental rather than transformative.

• Company operates as an exploration-stage gold mining company focused on Ontario properties.
• Flagship projects include the Miminiska Gold Property (funded by Feb 2026 financing) and the newly acquired Newton Gold Property.
• Newton Property is located in the Swayze Greenstone Belt, approximately 100 km SW of Timmins.
• Geology focuses on orogenic gold deposit types within the Wawa-Abitibi Terrane.
• The company relies heavily on equity financings to fund exploration and acquisition activities rather than revenue generation.