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 its statutory plan‑of‑arrangement acquisition of Maritime Resources Corp., making Maritime a wholly‑owned subsidiary and creating a combined gold producer with ~69%/31% ownership split between existing New Found and former Maritime shareholders.
• Allen Palmiere was appointed to the New Found Gold board; President Melissa Render resigned, and all Maritime directors/officers stepped down.
• The company entered into a debt settlement agreement with SCP Resource Finance LLP, issuing 1,085,003 settlement shares at an implied $3.02 per share to extinguish $3.28 M of outstanding debt.

Key Details

• Transaction Structure: Statutory plan of arrangement under B.C. Business Corporations Act; each Maritime share exchanged for 0.75 New Found Gold common share (Exchange Ratio).
• Ownership Post‑Closing: Existing New Found shareholders ~69% and former Maritime shareholders ~31% on a fully‑diluted, in‑the‑money basis.
• Board Changes: Allen Palmiere appointed Independent Director; Melissa Render resigned from the board; all Maritime directors/officers resigned.
• Delisting & Reporting Status: Maritime Shares to be delisted from TSXV; New Found will apply for Maritime to cease being a reporting issuer under Canadian securities laws.
• Option/Warrant Adjustments: All Maritime options cancelled and replaced with New Found options adjusted by the Exchange Ratio; existing Maritime purchase warrants become exercisable for New Found shares on the same terms.
• Debt Settlement Agreement:
• Counterparty: SCP Resource Finance LLP.
• Debt extinguished: $3,276,712 (rounded to nearest whole share).
• Shares issued: 1,085,003 New Found Gold Shares (“Settlement Shares”).
• Deemed issue price: $3.02 per Settlement Share (based on NYSE American/TSXV closing price on 2025‑11‑12).
• Hold period: Four months and one day from issuance.
• Closing Conditions: Subject to customary conditions, including TSXV approval and NYSE American authorization.
• Legal & Financial Advisors:
• New Found Gold – Legal: Blake, Cassels & Graydon LLP; Financial Advisor: BMO Capital Markets.
• Maritime Resources – Legal: Osler, Hoskin & Harcourt LLP; Financial Advisors: SCP Resource Finance LP and Canaccord Genuity Corp.

Notable Quotes

• Keith Boyle, CEO: “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: “I am pleased to welcome Allen Palmiere to the Board… thank our President, Melissa Render for her service on the Board.”
• Garett Macdonald, CEO of Maritime Resources: “We are excited for New Found Gold as it grows into Canada’s newest mid‑tier gold producer.”