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 two advanced projects and strong government support.

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

• The transaction leverages complementary assets and existing infrastructure, including Pine Cove Mill and Nugget Pond, unlocking operational synergies and reducing risk.

• Both companies bring experienced teams and strong operational expertise, enhancing execution capabilities.

• The deal positions the combined entity for a rerating, improved capital market presence, and significant exploration upside.

Financial terms and conditions

• Maritime shareholders will 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 July 30, 2025 closing price.

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

• Termination fee of C$13 million payable to New Found Gold in certain circumstances.

• The transaction requires approval by two-thirds of Maritime shareholders and is expected to close in Q4 2025.

• Upon closing, New Found Gold and Maritime shareholders will own approximately 69% and 31% of the combined company, respectively.

Synergies and expected cost savings

• Operational synergies include access to Maritime's Pine Cove Mill and Nugget Pond plant, reducing capital needs for Queensway phase I.

• Hammerdown's cash flow will help fund Queensway's development, minimizing shareholder dilution and reducing funding risk.

• Proximity of assets enables logistical efficiencies, shared infrastructure, and reduced capital and operating costs.

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

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