Maritime Announces Filing and Mailing of Management Information Circular in Connection with Annual General and Special Meeting and Encourages Securityholders to Access Meeting Materials Electronically

Executive Summary

• Maritime Resources Corp. announced a proposed statutory plan of arrangement with New Found Gold Corp., under which New Found Gold will acquire all outstanding Maritime common shares at an exchange ratio of 0.75 New Found Gold share per Maritime share.
• The arrangement requires shareholder approval at the Annual General and Special Meeting on November 5, 2025, with a minimum 66 % vote in favour from both shareholders and option‑holders.
• All outstanding Maritime options will be cancelled and exchanged for New Found Gold options; existing warrants will be adjusted to reflect the exchange ratio.

Key Details

• Arrangement Agreement: Signed September 4, 2025 between Maritime Resources Corp. (TSXV: MAE) and New Found Gold Corp.
• Exchange Ratio: 0.75 New Found Gold share for each Maritime common share held.
• Options & Warrants:
• All Maritime options cancelled and replaced with New Found Gold options exercisable for New Found Gold shares (adjusted per exchange ratio).
• Existing Maritime warrants remain outstanding but will be adjusted to issue New Found Gold shares on exercise, with exercise price modified according to the exchange ratio.
• Shareholder Vote Requirements:
• At least 66 % of votes cast by shareholders present in person or by proxy must approve the Arrangement Resolution.
• At least 66 % of combined shareholder and option‑holder votes (treated as a single class) must also approve.
• Board Recommendation: The Board, after consulting senior management and advisors, unanimously recommends voting FOR the Arrangement.
• Support Agreements: Directors, senior officers, Dundee Resources Ltd., Eric Sprott, and SCP Resource Finance LP (controlling ~48.48 % of Maritime shares) have entered voting/support agreements to vote in favour.
• Other Matters on Meeting Agenda:
• Approval of audited financial statements for year ended Dec 31, 2024.
• Fixing the board size at six directors and election of directors.
• Appointment of Davidson & Company LLP as auditor and authorisation of director remuneration.
• Re‑adoption of Maritime’s omnibus equity incentive plan.
• Closing Conditions: Completion subject to customary conditions, including receipt of all required regulatory and court approvals.
• Proxy Materials Delivery: Management Information Circular and related proxy materials are being mailed; delays possible due to Canada Post labour strike – electronic access encouraged.
• Voting Instructions: Shareholders may vote via email, internet portal (www.investorvote.com), telephone, or by mailing completed forms; dissent rights require non‑Canada Post delivery.

Notable Quotes

(No direct quotes were included in the release.)