Dundee to sell 24.48M New Found units for $97.92M

Executive Summary

• Dundee Corp. has entered into an agreement to sell 24.48 million units of New Found Gold Corp. (NFG) for gross proceeds of $97.92 million, with potential additional proceeds of $61.2 million if all associated warrants are exercised.
• Each unit consists of one NFG common share and one-half (0.5) of an NFG common share purchase warrant, priced at $4.00 per unit.
• The transaction reduces Dundee’s ownership in New Found Gold from approximately 10.8% (undiluted) to 3.6% (undiluted), dropping below the 10% threshold for early warning reporting requirements.

Key Details

• Transaction Structure: Sale of 24.48 million units to qualified purchasers via BMO Capital Markets Inc. and SCP Resource Finance LP.
• Unit Composition: Each unit contains one common share of New Found Gold Corp. and 0.5 common share purchase warrant.
• Pricing: $4.00 per unit.
• Immediate Gross Proceeds: $97.92 million.
• Potential Additional Proceeds: If all warrants are exercised, Dundee will receive an additional $61.2 million (12.24 million shares at $5.00 exercise price), bringing total potential gross proceeds to $159.12 million.
• Warrant Terms: Each warrant entitles the holder to acquire one additional NFG common share at an exercise price of $5.00 for a term of 12 months from the date of issue.
• Closing Date: Scheduled for on or about December 16, 2025.
• Use of Proceeds: Enhance liquidity and for general corporate purposes.
• Post-Transaction Holdings: Upon closing, Dundee will retain 12,242,569 NFG common shares and 7,655,829 NFG warrants.
• Lock-up Agreement: Dundee agreed to a 60-day lock-up period on its remaining NFG shares, subject to customary exceptions.
• Ownership Dilution Impact:
  • Pre-Transaction: Dundee held 36,722,569 shares and 7,655,829 warrants (~10.8% undiluted interest).
  • Post-Transaction (Initial Sale): Dundee holds 12,242,569 shares and 7,655,829 warrants (~3.6% undiluted interest).
  • Post-Transaction (Full Warrant Exercise): Dundee would hold 2,569 shares and 7,655,829 warrants (<0.01% undiluted interest).
• Regulatory Status: Dundee will file an early warning report under National Instrument 62-103. Following the sale, Dundee is no longer required to report under early warning requirements for NI 62-104 unless holdings increase to 10% or more.
• Trading Mechanism: Block trades in Canada on Dec. 8, 2025; private placement in the US. Warrants subject to statutory hold periods under applicable securities laws.

Notable Quotes

• "Monetizing this position enables us to redeploy capital into opportunities that strengthen our cash generation profile while our retained warrant position preserves meaningful participation in the company's future growth. This transaction reflects our disciplined approach to capital allocation and enhances our ability to advance our strategic priorities," said Jonathan Goodman, president and chief executive officer, Dundee.