Exploits Discovery closes sale of Newfoundland claims

Executive Summary

• Exploits Discovery Corp. has closed the sale of substantially all its Newfoundland mineral claims to New Found Gold Corp. (NFG), transitioning its focus to a gold growth strategy in Quebec and Ontario.
• The transaction consideration consists of approximately $11.8 million in NFG common shares and a 1.0% Net Smelter Returns (NSR) royalty, with potential additional contingent consideration of ~$3.0 million if a legal dispute is resolved favorably.
• Exploits retains its Newfoundland claims at Mount Peyton and True Grit, while pivoting its portfolio to four cornerstone projects in Quebec and Ontario hosting ~680,000 ounces of historical gold resources.

Key Details

• Transaction Status: Closed sale of 100% interest in substantially all Newfoundland mineral claims to New Found Gold Corp.
• Primary Consideration:
  • Received 2,821,556 common shares of NFG.
  • Valuation based on NFG closing price of $4.18/share on Dec. 4, 2025.
  • Total initial value: ~$11.8 million.
  • Shares subject to a four-month statutory hold period expiring April 6, 2026.
• Royalty Agreement:
  • Granted a 1.0% NSR royalty on certain mineral claims.
  • NFG holds an option to purchase 0.5% of the NSR for $750,000 cash within three years of the agreement date.
• Contingent Consideration:
  • Exploits is entitled to an additional 725,543 NFG shares if the Supreme Court of Newfoundland and Labrador issues a positive final determination regarding disputed mineral claims.
  • Estimated additional value: ~$3.0 million (based on $4.18/share).
• Strategic Repositioning:
  • Exploits transitions to a "gold growth company" anchored by ~680,000 ounces of historical gold resources in Quebec and Ontario.
  • Focus projects: Fenton, Wilson, Benoist (Quebec), and Hawkins (Ontario).
  • Pro forma treasury includes ~$13 million in cash and NFG shares.
• Retained Assets:
  • Exploits retains mineral claims at Mount Peyton (037950M) and True Grit (022031) in Newfoundland.
• Technical Disclosures:
  • Historical resource estimates are not considered current mineral resources under NI 43-101.
  • Dr. Natalie Pietrzak-Renaud (PGeo) approved technical info for Hawkins.
  • Mark Richardson (PGeo) approved technical info for Fenton, Wilson, and Benoist.

Notable Quotes

• "We have transformed our Newfoundland land position into a strategic stake in New Found Gold that, based on recent share prices, represents roughly $11-million of value for our shareholders while maintaining meaningful long-term upside through both equity and a royalty." — Jeff Swinoga, President and CEO
• "At the same time, we have also repositioned Exploits as a gold growth company anchored by approximately 680,000 ounces of historical gold resources in Quebec and Ontario." — Jeff Swinoga, President and CEO
• "With a focused portfolio, a strong technical team and a clear plan to grow those historical ounces, we believe Exploits offers excellent leverage to exploration success. We anticipate a steady cadence of news flow as we advance these projects." — Jeff Swinoga, President and CEO