Exploits to sell Newfoundland claims to New Found Gold

Executive Summary

• Exploits Discovery Corp. has entered into a definitive property purchase agreement to sell 100% of its mineral claims in central Newfoundland to New Found Gold Corp. (NFG).
• The transaction provides immediate value of approximately $7 million in NFG common shares and grants a 1.0% Net Smelter Return (NSR) royalty on specific claims.
• The deal includes contingent consideration of $1.8 million in NFG shares if disputed claims are legally resolved in Exploits' favor, with closing anticipated in Q4 2025.
• Proceeds and strategic shift allow Exploits to accelerate development on its four cornerstone gold projects in Ontario and Quebec, which host a combined historical gold resource estimate of 680,000 ounces.

Key Details

• Transaction Structure: Definitive property purchase agreement dated Sept. 7, 2025.
• Asset Sold: 100% interest in 1,984 mineral claims (49,600 hectares) in central Newfoundland.
• Exclusions: 360 mineral claims (9,000 hectares) currently in dispute before the Supreme Court of Newfoundland and Labrador are excluded from the initial closing.
• Upfront Consideration:
  • $7 million in NFG common shares (2,821,556 shares).
  • Valuation based on the 20-day volume-weighted average trading price of NFG shares as of the agreement date.
  • Grant of a 1.0% NSR royalty on the Bull's-eye and Gazeebow (North and South) claims and the claim block west of Keats West.
• Contingent Consideration:
  • $1.8 million in NFG common shares (725,543 shares) payable if there is a final positive legal determination in favor of Exploits regarding the disputed claims.
  • Valuation based on the 20-day volume-weighted average trading price of NFG shares as of the agreement date.
• Share Restrictions: NFG shares received are subject to a four-month-and-one-day resale restriction from the closing date.
• Royalty Repurchase Option: NFG holds the right and option for three years to repurchase 0.5% of the royalty for $750,000.
• Regulatory and Shareholder Approvals:
  • Requires approval of 66.67% of votes cast by Exploits shareholders.
  • Subject to approvals from the TSX Venture Exchange, NYSE American, and Canadian Securities Exchange.
• Strategic Focus: Post-transaction, Exploits will focus on four cornerstone projects: Hawkins (Ontario) and Fenton, Wilson, and Benoist (Quebec).
• Resource Estimate: The four projects host a combined historical gold resource estimate of 680,000 ounces.
• Fairness Opinion: Evans & Evans Inc. provided a fairness opinion stating the consideration is fair from a financial point of view.
• Support: Eric Sprott (approx. 15.2% shareholder) and other directors/officers have entered into voting and support agreements to vote in favor of the transaction.
• Termination Fee: Exploits agreed to pay a $250,000 termination fee to NFG if the board changes its recommendation or accepts a superior proposal.

Notable Quotes

• "This is an excellent transaction for our shareholders, providing up to approximately $8.8-million of value along with a 1-per-cent NSR. It provides immediate value, ongoing exposure to NFG's discovery success, and adds royalty upside, allowing us [to] accelerate development on our new growth platform of growing gold ounces in Ontario and Quebec." — Jeff Swinoga, President and CEO of Exploits