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New Found Gold Corp. (TSXV:NFG) (NYSE-A: NFGC) ("New Found Gold") and Maritime Resources Corp. (TSXV:MAE) ("Maritime" and collectively with New Found Gold, the "Companies") are pleased to announce that the Companies have entered into a definitive agreement (the "Arrangement Agreement"), pursuant to which New Found Gold has agreed to acquire all of the issued and outstanding common shares of Maritime that it does not already own (the "Transaction") by way of a plan of arrangement (the "Arrangement").
New Found Gold and Maritime will host a joint conference call and webcast to discuss the Transaction commencing at 10 am Eastern Time on Friday, September 5, 2025. Details for the conference call and webcast are included at the end of this news release.
The Transaction will create a multi-asset near-term gold producer in a tier 1 jurisdiction with significant regional synergies across its portfolio. Both New Found Gold's Queensway Gold Project ("Queensway" or the "Project") and Maritime's Hammerdown Gold Project ("Hammerdown") are located in central Newfoundland, Canada. New Found Gold delivered a positive preliminary economic assessment ("PEA") for Queensway in July 2025 and is targeting Phase I production from a low capital-intensive high-grade core in 20271. Hammerdown, located 180 kilometres ("km") northwest of Queensway, is targeted to ramp up to full production in early 2026. The combined entity is expected to create significant operational synergies through available infrastructure, including the Pine Cove Mill ("Pine Cove") and the Nugget Pond Hydrometallurgical Gold Plant ("Nugget Pond HGP"), and anticipated cash flow from Hammerdown once in full production to support Queensway's development (Figure 1).
Keith Boyle, CEO and Director of New Found Gold stated: "From day one, the focus of our new board and management team has been to rapidly advance to cash flow and transform New Found Gold from an exploration company to a gold producer. This acquisition positions New Found Gold as an emerging producer with gold production expected to commence next year. The synergies obtained by this combination derisks Queensway, providing access to a milling facility and near-term cash flow to support Phase I development, setting the stage for Queensway to commence production in 2027. We look forward to the successful completion of this transaction and providing production guidance in due course."
Garett Macdonald, President, CEO and Director of Maritime stated: "This transaction provides Maritime shareholders with a near-term premium offer and a longer-term opportunity to be part of a much larger Canadian gold story. Bringing the two company's assets together will unlock operational synergies, generating cash flow by utilizing both Maritime gold plants to fund future growth at Hammerdown, Queensway, and aggressive exploration across all land holdings. This transaction recognizes the significant efforts of Maritime's team to bring Hammerdown online and provides an excellent outcome for Maritime shareholders."
Under the terms of the Arrangement Agreement, each holder of the common shares of Maritime (each, a "Maritime Share") will receive 0.75 of a New Found Gold common share (each whole share, a "New Found Gold Share") in exchange for each Maritime Share (the "Exchange Ratio") at the effective time of the Transaction. New Found Gold currently owns approximately 0.1% of the Maritime Shares. At closing of the Transaction, existing New Found Gold and Maritime shareholders will own approximately 69% and 31%, respectively, of the pro forma company on a fully-diluted in-the-money basis.
The Exchange Ratio implies a premium of 32% based on the 20-day VWAP of Maritime Shares on the TSX Venture Exchange as at September 4, 2025, the last trading day before announcement of the Transaction, and a premium of 56% to the closing price of Maritime Shares on July 30, 2025, the last trading day prior to entry into a letter of intent between the parties in respect of the Transaction. The implied equity value of the Transaction is approximately $292 million on a fully-diluted in-the-money basis.
