New Found Gold (NFG) M&A Announcement summary

Deal rationale and strategic fit

• The combination creates a Canadian-focused, multi-asset gold producer with near-term production and growth potential in Newfoundland and Labrador, a Tier One jurisdiction, leveraging complementary assets and existing infrastructure for operational synergies.

• Hammerdown provides near-term cash flow to support Queensway’s development, accelerating the transition to production and enhancing asset diversification.

• Access to Maritime's Pine Cove Mill and Nugget Pond facilities de-risks Queensway's development and secures processing, reducing risk and capital costs.

• Both projects are located in a Tier 1 jurisdiction with strong government support and skilled workforce.

• The transaction enhances capital market presence, shareholder value, and provides exposure to two high-quality assets.

Financial terms and conditions

• Maritime shareholders receive 0.75 New Found Gold shares per Maritime share, representing a 32% premium to the 20-day VWAP and a 56% premium to the last closing price before the LOI.

• Implied equity value of the transaction is approximately C$292 million on a fully-diluted basis.

• All Maritime options and warrants become exercisable for New Found Gold shares, adjusted by the exchange ratio.

• Termination fee of C$13 million payable to New Found Gold in certain circumstances, with reciprocal expense reimbursement provisions.

• The deal requires approval by two-thirds of Maritime shareholders, with key stakeholders representing 49% already supporting, and is expected to close in Q4 2025.

Synergies and expected cost savings

• Operational synergies from proximity of assets and shared infrastructure, including permitted mills and tailings facilities, are expected to reduce capital and operating costs.

• Hammerdown’s cash flow will help fund Queensway’s development, reducing financing needs and shareholder dilution.

• Combined milling capacity of nearly 2,000 tons per day enhances processing flexibility.

• Acquisition of Pine Cove by Maritime in 2023 provides significant capital cost and time savings for Hammerdown.

• Combined entity benefits from an experienced mine development and operations team.