Core Viewpoint - New Found Gold Corp. has temporarily suspended all exploration activities involving heavy equipment at its Queensway Gold Project due to extreme forest fire risks in Newfoundland and Labrador [1][2]. Company Overview - New Found Gold holds a 100% interest in the Queensway Gold Project, located in Newfoundland and Labrador, which is recognized as a Tier 1 jurisdiction with excellent infrastructure and a skilled local workforce [3]. - The company has completed an initial Mineral Resource Estimate (MRE) and Preliminary Economic Assessment (PEA) for the Queensway project [3]. Recent Developments - Recent drilling at the Queensway project has continued to yield new discoveries, indicating significant district-scale potential across the 175,450 hectares of the project, which covers a 110 km strike extent along two prospective fault zones [4]. - The company has a new management team and a solid shareholder base, including a 19% holding by Eric Sprott, focusing on growth and value creation at Queensway [4].

[Condensed Interim Financial Statements](index=1&type=section&id=Condensed%20Interim%20Financial%20Statements) New Found Gold Corp.'s Q2 2025 interim financials show increased assets and equity, reduced net loss, and improved cash flow from a prospectus offering [Condensed Interim Statements of Financial Position](index=2&type=section&id=Condensed%20Interim%20Statements%20of%20Financial%20Position) As of June 30, 2025, total assets and equity significantly increased due to cash, with liabilities rising from a new flow-through share premium | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :-------------------------- | :------------------ | :-------------------- | :--------- | :--------- | | Total Assets | 113,133,217 | 74,019,011 | 39,114,206 | 52.84% | | Cash and cash equivalents | 66,420,308 | 22,317,548 | 44,102,760 | 197.61% | | Total Liabilities | 20,920,060 | 7,448,306 | 13,471,754 | 180.88% | | Total Equity | 92,213,157 | 66,570,705 | 25,642,452 | 38.52% | - The increase in total liabilities is primarily attributable to a new flow-through share premium of **$15,487,832** as of June 30, 2025, which was not present at December 31, 2024[2](index=2&type=chunk) [Condensed Interim Statements of Loss and Comprehensive Loss](index=3&type=section&id=Condensed%20Interim%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) For H1 2025, the company reported a reduced net loss, driven by lower exploration costs and improved investments, despite increased share-based compensation | Metric (Six months ended June 30) | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :---------------------------------- | :------- | :------- | :--------- | :--------- | | Exploration and evaluation expenditures | 14,370,837 | 24,289,001 | (9,918,164) | -40.83% | | Share-based compensation | 1,358,932 | 626,389 | 732,543 | 116.95% | | Loss from operating activities | (21,265,759) | (28,749,908) | 7,484,149 | -26.03% | | Realized gains (losses) on disposal of investments | 160,701 | (23,420) | 184,121 | -786.17% | | Unrealized gains (losses) on investments | 633,900 | (1,047,216) | 1,681,116 | -160.53% | | Loss and comprehensive loss for the period | (19,500,643) | (25,277,094) | 5,776,451 | -22.85% | | Loss per share – basic and diluted ($) | (0.10) | (0.13) | 0.03 | -23.08% | [Condensed Interim Statements of Cash Flows](index=4&type=section&id=Condensed%20Interim%20Statements%20of%20Cash%20Flows) H1 2025 cash and cash equivalents significantly increased, driven by financing activities, decreased operating outflows, and positive investing cash flow | Cash Flow Activity (Six months ended June 30) | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------------------- | :------- | :------- | :--------- | :--------- | | Net cash and cash equivalents (used in) operating activities | (18,685,900) | (26,720,194) | 8,034,294 | -30.07% | | Net cash and cash equivalents generated from (used in) investing activities | 2,651,582 | (454,546) | 3,106,128 | -683.36% | | Net cash and equivalents generated from financing activities | 60,177,983 | 25,490,001 | 34,687,982 | 136.08% | | Net increase (decrease) in cash and cash equivalents | 44,102,760 | (1,658,231) | 45,761,000 | -2759.64% | | Cash and cash equivalents at end of period | 66,420,308 | 52,226,578 | 14,193,730 | 27.18% | - The significant increase in cash from financing activities in 2025 was primarily due to the issuance of common shares in a prospectus offering, generating **$63,480,000**[6](index=6&type=chunk) [Condensed Interim Statements of Changes in Equity](index=6&type=section&id=Condensed%20Interim%20Statements%20of%20Changes%20in%20Equity) Total equity significantly increased from December 2024 to June 2025, driven by a prospectus offering, partially offset by the period's loss and a flow-through premium | Metric | December 31, 2024 ($) | June 30, 2025 ($) | Change ($) | Change (%) | | :-------------------------------- | :-------------------- | :---------------- | :--------- | :--------- | | Total equity | 66,570,705 | 92,213,157 | 25,642,452 | 38.52% | | Issued in prospectus offering | - | 63,480,000 | 63,480,000 | N/A | | Flow-through premium | - | (16,242,600) | (16,242,600) | N/A | | Total loss and comprehensive loss for the period | (24,991,260) | (19,500,643) | 5,490,617 | -21.97% | - The company issued **28,980,000** common shares in a prospectus offering during the six months ended June 30, 2025, contributing significantly to the increase in share capital[9](index=9&type=chunk) [Notes to the Condensed Interim Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Interim%20Financial%20Statements) These notes detail the company's operations, accounting policies, asset valuations, liabilities, equity, related party transactions, and financial instrument risks for Q2 2025 and 2024 [1. Nature of Operations and Going Concern](index=7&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20GOING%20CONCERN) New Found Gold Corp.'s going concern status depends on securing financing due to an accumulated deficit and negative operating cash flows, despite a working capital surplus - The Company is a mineral exploration company engaged in the acquisition, exploration, and evaluation of resource properties, with a focus on gold properties located in Newfoundland and Labrador, Canada[12](index=12&type=chunk) | Metric | June 30, 2025 ($) | | :------------------------------------ | :---------------- | | Accumulated deficit | (329,265,075) | | Shareholders' equity | 92,213,157 | | Working capital surplus | 48,450,351 | | Negative cash flow from operating activities (six months) | (18,685,900) | - Management is actively targeting sources of additional financing, including through the issuance of shares, to assure continuation of operations and exploration programs, as the company's ability to continue as a going concern depends on generating such financing[14](index=14&type=chunk) [2. Material Accounting Policy Information](index=7&type=section&id=2.%20MATERIAL%20ACCOUNTING%20POLICY%20INFORMATION) Interim financials follow IFRS (IAS 34) and consistent policies; new standards had no material impact, but IFRS 18 (effective 2027) impact is undetermined - The condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as applicable to interim financial reports including International Accounting Standards 34 "Interim Financial Reporting" issued by the International Accounting Standards Board ("IASB")[17](index=17&type=chunk) - The policies applied in these condensed interim financial statements are the same as those applied in the most recent annual financial statements and were consistently applied to all the periods presented[19](index=19&type=chunk) - IFRS 18 "Presentation and Disclosure in Financial Statements" is not yet effective (January 1, 2027) and its effects on the Company's financial statements have not yet been determined, though other new standards had no material impact[24](index=24&type=chunk)[25](index=25&type=chunk) [3. Exploration and Evaluation Assets](index=9&type=section&id=3.%20EXPLORATION%20AND%20EVALUATION%20ASSETS) Exploration and evaluation assets remained stable at **$34.57 million** as of June 30, 2025, with expenditures significantly decreasing to **$14.37 million**, primarily in drilling and consulting | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :---------------- | :-------------------- | :--------- | :--------- | | Exploration and evaluation assets | 34,573,359 | 34,505,484 | 67,875 | 0.20% | | Exploration expenditures (six months) | 14,370,837 | 24,289,001 | (9,918,164) | -40.83% | | Exploration Expenditure Category (Six months ended June 30, 2025) | Amount ($) | | :------------------------------------------------ | :--------- | | Drilling | 4,488,229 | | Salaries and consulting | 4,251,874 | | Assays | 1,464,176 | | Supplies and equipment | 642,923 | | Geophysics | 518,817 | | Metallurgy | 434,983 | | Preliminary economic assessment | 428,151 | | Office and general | 419,186 | | Travel and accommodations | 382,406 | | Technical reports | 243,460 | | Waste rock geochemistry | 227,566 | | Resource estimate | 251,480 | | Environmental studies | 290,245 | | Engineering and evaluation studies | 158,097 | | Reclamation | 125,816 | | Imagery and mapping | 69,185 | | Trenching | 53,465 | | Geochemistry | 34,048 | | Permitting and studies | 33,580 | | Exploration cost recovery | (146,850) | | **Total** | **14,370,837** | [3.1. Queensway Project – Gander, Newfoundland](index=11&type=section&id=3.1.%20Queensway%20Project%20%E2%80%93%20Gander%2C%20Newfoundland) The 100%-owned Queensway Project in Newfoundland and Labrador, covering **175,450 hectares**, integrated Kingsway Project in 2024, and actively manages various NSR royalties - As at June 30, 2025, the Company owned a **100%** interest in **103** mineral licenses including **7,018** claims comprising **175,450** hectares of land located near Gander, Newfoundland and Labrador[29](index=29&type=chunk) - On July 9, 2024, the Company acquired a **100%** interest in LabGold's Kingsway Project, located near Gander, Newfoundland and Labrador, which is considered part of the Queensway Project, for **5,263,157** common shares valued at **$20,000,000**[34](index=34&type=chunk) - The Queensway Project carries various net smelter return ("NSR") royalties ranging from **0.4% to 3.00%**, many of which include buy-back provisions. The Company also purchased **0.6%** of a **1.6%** NSR royalty for **$1,950,000** cash and **300,000** common shares in July 2024, and the remaining **1.0%** NSR for **$1,000,000** cash during 2024[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [4. Property and Equipment](index=12&type=section&id=4.%20PROPERTY%20AND%20EQUIPMENT) Property and equipment carrying amount slightly decreased to **$7.72 million** as of June 30, 2025, with **$134,256** in additions and **$353,571** in depreciation | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :-------------------- | :---------------- | :-------------------- | :--------- | :--------- | | Carrying Amount | 7,718,834 | 7,938,149 | (219,315) | -2.76% | | Additions (six months) | 134,256 | N/A | N/A | N/A | | Depreciation (six months) | 353,571 | N/A | N/A | N/A | [5. Investments](index=13&type=section&id=5.%20INVESTMENTS) Total investments increased to **$1.04 million** as of June 30, 2025, driven by warrant fair value gains, offsetting decreased equities, with substantial realized and unrealized gains | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :---------------- | :---------------- | :-------------------- | :--------- | :--------- | | Total Investments | 1,042,454 | 926,019 | 116,435 | 12.57% | | Equities held | 327,264 | 779,019 | (451,755) | -58.00% | | Warrants held | 715,190 | 147,000 | 568,190 | 386.52% | | Investment Gains/Losses (Six months ended June 30) | 2025 ($) | 2024 ($) | Change ($) | | :------------------------------------------------- | :------- | :------- | :--------- | | Realized gains (losses) on investments | 160,701 | (23,420) | 184,121 | | Unrealized gains (losses) on investments | 633,900 | (1,047,216) | 1,681,116 | [5.1. Equities Held](index=13&type=section&id=5.1.%20Equities%20Held) Equities held decreased to **$327,264** as of June 30, 2025, primarily due to Labrador Gold Corp. share disposal, while other holdings were maintained or increased | Equity | June 30, 2025 Fair Value ($) | December 31, 2024 Fair Value ($) | | :-------------------- | :----------------------------- | :------------------------------- | | Exploits Discovery Corp. | 207,873 | 187,086 | | Maritime Resources Corp. | 119,391 | - | | Labrador Gold Corp. | - | 591,933 | | **Total Equities** | **327,264** | **779,019** | - Investments in Exploits Discovery Corp. and Labrador Gold Corp. represent investments in public companies that are quoted on an active exchange and are measured using the quoted market price of these companies[39](index=39&type=chunk) [5.2. Warrants Held](index=13&type=section&id=5.2.%20Warrants%20Held) Warrants held fair value significantly increased to **$715,190** as of June 30, 2025, exercisable into Maritime Resources Corp. shares and valued using a Black-Scholes model | Warrant | June 30, 2025 Fair Value ($) | December 31, 2024 Fair Value ($) | | :-------------------- | :----------------------------- | :------------------------------- | | Maritime Resources Corp. | 715,190 | 147,000 | | **Total Warrants** | **715,190** | **147,000** | - Each warrant is exercisable into one common share of Maritime Resources Corp. at a price of **$0.70** per warrant until August 14, 2025, subject to extension[40](index=40&type=chunk) - Warrants without a quoted market price are valued using a Black-Scholes option pricing model, incorporating assumptions like risk-free interest rate, expected dividend yield, expected volatility, and expected remaining life[42](index=42&type=chunk) [6. Investment in Kirkland Lake Discoveries Corp.](index=15&type=section&id=6.%20INVESTMENT%20IN%20KIRKLAND%20LAKE%20DISCOVERIES%20CORP.) The company holds a **25.42%** ownership in KLDC as of June 30, 2025, maintaining significant influence, with KLDC's loss share decreasing and no impairment indicators - The Company holds a **25.42%** ownership interest in Kirkland Lake Discoveries Corp. ("KLDC") as at June 30, 2025, and continues to have significant influence over KLDC[44](index=44&type=chunk)[45](index=45&type=chunk) | Metric (Six months ended June 30) | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Share of KLDC's loss for the period | (57,792) | (740,380) | 682,588 | -92.19% | | Net Carrying amount – June 30, 2025 | 1,458,008 | N/A | N/A | N/A | | Estimated fair value of investment | 1,144,500 | N/A | N/A | N/A | - The Company performs an impairment indicator assessment on its investment in KLDC at each period end, and at June 30, 2025, there were no indicators of impairment[46](index=46&type=chunk) [7. Secured Notes](index=16&type=section&id=7.%20SECURED%20NOTES) The company fully disposed of secured notes in H1 2025 for **$2,778,000** gross proceeds, realizing a **$55,911** gain, with these FVTPL notes initially from Maritime Resources Corp - During the six months ended June 30, 2025, the Company sold the Notes for gross proceeds of **$2,778,000** (US**$2,000,000**)[51](index=51&type=chunk) | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :-------------------------- | :-------------------- | :---------------- | | Secured notes | 2,817,554 | - | | Realized gain on disposal | N/A | 55,911 | - The secured notes were classified as a financial instrument at fair value through profit and loss ("FVTPL") in accordance with IFRS 9 "Financial Instruments"[49](index=49&type=chunk) [8. Flow-Through Share Premium](index=17&type=section&id=8.%20FLOW-THROUGH%20SHARE%20PREMIUM) A new flow-through share premium liability of **$16,242,600** was incurred in Q2 2025, with **$754,768** settled, requiring **$53,738,085** in CEE by December 31, 2026 | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------------- | :---------------- | :-------------------- | | Liability incurred on flow-through shares issued | 16,242,600 | - | | Settlement of flow-through share premium on expenditures incurred | (754,768) | (6,519,848) | | Balance at June 30, 2025 | 15,487,832 | - | - During the six months ended June 30, 2025, the Company incurred **$2,618,815** in Qualifying CEE and amortized a total of **$754,768** of its flow-through share premium liabilities[54](index=54&type=chunk) - As at June 30, 2025, the Company must spend another **$53,738,085** of Qualifying CEE by December 31, 2026, to satisfy its remaining current flow-through share premium liability of **$15,487,832**[55](index=55&type=chunk) [9. Accounts Payable and Accrued Liabilities](index=18&type=section&id=9.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20LIABILITIES) Accounts payable and accrued liabilities decreased to **$5.35 million** as of June 30, 2025, with the reclamation provision also decreasing to **$2.38 million** due to incurred costs | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :------------------------------------ | :---------------- | :-------------------- | :--------- | :--------- | | Accounts payable and accrued liabilities | 5,352,606 | 7,325,203 | (1,972,597) | -26.93% | | Reclamation provision | 2,378,988 | 2,426,378 | (47,390) | -1.95% | - The reclamation provision is based on known requirements under provincial environmental protection laws and regulations, with reclamation costs incurred during the period being **$118,462**[57](index=57&type=chunk)[58](index=58&type=chunk) [10. Share Capital and Reserves](index=18&type=section&id=10.%20SHARE%20CAPITAL%20AND%20RESERVES) Share capital and reserves significantly increased, with common shares outstanding rising to **229.7 million** as of June 30, 2025, driven by a **$63.48 million** prospectus offering and stock option exercises | Metric | June 30, 2025 | December 31, 2024 | Change | | :------------------------------------ | :------------ | :---------------- | :----- | | Common Shares Outstanding (Number) | 229,737,994 | 200,457,994 | 29,280,000 | | Share Capital (Amount) | $385,392,707 | $341,346,716 | $44,045,991 | | Reserves (Amount) | $36,085,525 | $34,988,421 | $1,097,104 | - The company completed a prospectus offering on June 12, 2025, issuing **28,980,000** common shares for aggregate gross proceeds of **$63,480,000**[60](index=60&type=chunk) - The company has a Share Purchase Option Plan allowing grants up to **10%** of outstanding common shares and adopted a Share Unit Compensation Plan, both subject to regulatory and corporate approvals[66](index=66&type=chunk)[67](index=67&type=chunk) [10.1. Details of Common Shares Issued During the Six Months Ended June 30, 2025](index=18&type=section&id=10.1.%20Details%20of%20Common%20Shares%20Issued%20During%20the%20Six%20Months%20Ended%20June%2030%2C%202025) In H1 2025, **28,980,000** common shares were issued via a prospectus offering for **$63,480,000** gross proceeds, incurring **$3,808,862** in costs, and **300,000** options were exercised for **$617,453** - On June 12, 2025, the Company completed a bought deal offering of **24,610,000** flow-through common shares and **4,370,000** non-flow-through common shares, for aggregate gross proceeds of **$63,480,000**[60](index=60&type=chunk) - The Company incurred share issuance costs of **$3,808,862** in cash and recognized a flow-through share premium of **$16,242,600**[60](index=60&type=chunk) - During the six months ended June 30, 2025, **300,000** stock options were exercised at a weighted average exercise price of **$1.19** per share for gross proceeds of **$617,453**[61](index=61&type=chunk) [10.2. Details of Common Shares Issued During the Year Ended December 31, 2024](index=19&type=section&id=10.2.%20Details%20of%20Common%20Shares%20Issued%20During%20the%20Year%20Ended%20December%2031%2C%202024) In 2024, **5,857,242** common shares were issued via an ATM program for **$27,522,494**, plus shares for Kingsway Project acquisition, royalty interests, and a legal claim settlement - During the year ended December 31, 2024, the Company sold **5,857,242** common shares under the ATM program for gross proceeds of **$27,522,494**[63](index=63&type=chunk) - On July 9, 2024, the Company issued **5,263,157** common shares with a value of **$20,000,000** for the acquisition of the Kingsway Project[65](index=65&type=chunk) - The Company issued **300,000** common shares with a value of **$1,011,000** for the acquisition of certain royalty interests on August 8, 2024, and **370,000** common shares with a value of **$1,750,100** for a legal claim settlement on June 26, 2024[64](index=64&type=chunk)[65](index=65&type=chunk) [10.3. Share Purchase Option Compensation Plan](index=19&type=section&id=10.3.%20Share%20Purchase%20Option%20Compensation%20Plan) The shareholder-approved Share Purchase Option Plan grants options to eligible participants, limited to **10%** of outstanding shares in aggregate and **5%** for any single optionee within twelve months - The Company has a share purchase option plan (the "Option Plan") approved by shareholders, allowing grants to officers, directors, employees, and service providers[66](index=66&type=chunk) - The Option Plan is based on the maximum number of eligible shares not exceeding **10%** in the aggregate and **5%** with respect to any one optionee of the Company's outstanding common shares in any twelve-month period[66](index=66&type=chunk) [10.4. Share Unit Compensation Plan](index=19&type=section&id=10.4.%20Share%20Unit%20Compensation%20Plan) The Share Unit Plan for RSUs, DSUs, and PSUs is capped at **10%** of outstanding shares with the Option Plan, subject to shareholder approval at the next AGM - The Company adopted a share unit plan (the "Share Unit Plan") to grant incentive awards consisting of restricted share units ("RSUs"), deferred share units ("DSUs"), and performance share units ("PSUs") to officers, directors, employees, and service providers[67](index=67&type=chunk) - The Share Unit Plan, in conjunction with the Option Plan, cannot exceed **10%** of the issued and outstanding common shares of the Company and is subject to shareholder approval at the Company's next Annual General Meeting of Shareholders on August 20, 2025[67](index=67&type=chunk) [10.5. Share Purchase Options](index=20&type=section&id=10.5.%20Share%20Purchase%20Options) As of June 30, 2025, outstanding share purchase options decreased to **8,038,000** (from **10,556,750**) with a weighted average exercise price of **$3.14**, with **3,770,000** granted and **300,000** exercised in H1 2025 | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Outstanding Options (Number) | 8,038,000 | 10,556,750 | | Exercisable Options (Number) | 5,391,542 | N/A | | Weighted Average Exercise Price ($) | 3.14 | 3.97 | | Weighted Average Contractual Remaining Life (Years) | 2.94 | 1.50 | | Option Activity (Six months ended June 30, 2025) | Number of Options | | :----------------------------------------------- | :---------------- | | Granted | 3,770,000 | | Exercised | (300,000) | | Cancelled/Forfeited/Expired | (5,988,750) | | Weighted Average Fair Value (Six months ended June 30) | 2025 ($) | 2024 ($) | | :----------------------------------------------------- | :------- | :------- | | Fair value of share purchase options granted | 0.98 | 3.06 | | Fair value of share purchase options exercised | 0.74 | 0.38 | | Closing share price at the date of exercise | 2.04 | 4.24 | [11. Related Party Balances and Transactions](index=22&type=section&id=11.%20RELATED%20PARTY%20BALANCES%20AND%20TRANSACTIONS) Related party transactions include administrative, exploration, and investor relations services, with key management personnel compensation significantly increasing to **$4.19 million** in H1 2025, including termination benefits | Related Party Transaction (Six months ended June 30) | 2025 ($) | 2024 ($) | | :------------------------------------------------- | :------- | :------- | | Amounts paid to PJH Consulting, LLC (administrative services) | 42,520 | - | | Amounts paid to EarthLabs Inc. (exploration and evaluation) | - | 9,000 | | Amounts paid to Notz Capital Corp. (corporate development and investor relations) | 46,921 | 87,964 | | Key Management Personnel Compensation (Six months ended June 30) | 2025 ($) | 2024 ($) | | :--------------------------------------------------------------- | :------- | :------- | | Salaries and Consulting | 1,692,294 | 794,140 | | Share-based compensation | 1,464,653 | 59,297 | | Bonus | 1,031,760 | 455,760 | | **Total** | **4,188,707** | **1,309,197** | - Key management personnel compensation for 2025 includes termination benefits of **$424,080** for Collin Kettell and **$505,440** for Greg Matheson, in accordance with their management agreements[76](index=76&type=chunk)[77](index=77&type=chunk) [12. Basic and Diluted Loss Per Common Share](index=24&type=section&id=12.%20BASIC%20AND%20DILUTED%20LOSS%20PER%20COMMON%20SHARE) For H1 2025, basic and diluted loss per common share improved to **$(0.10)** from **$(0.13)**, with anti-dilutive options excluded from diluted EPS due to net loss | Metric (Six months ended June 30) | 2025 | 2024 | | :---------------------------------------- | :--- | :--- | | Loss per share – basic and diluted ($) | (0.10) | (0.13) | | Weighted average number of common shares outstanding - Basic and diluted | 204,465,204 | 187,534,833 | - For the three and six months ended June 30, 2025 and 2024, the Company incurred net loss and comprehensive loss. As such, diluted loss per share excludes any potential conversion of **8,038,000** (2024 - **12,186,000**) share purchase options as they are anti-dilutive[81](index=81&type=chunk) [13. Supplemental Disclosure with Respect to Cash Flows](index=25&type=section&id=13.%20SUPPLEMENTAL%20DISCLOSURE%20WITH%20RESPECT%20TO%20CASH%20FLOWS) H1 2025 supplemental cash flow highlights non-cash investing/financing, including interest income in shares and issuance costs in payables, with decreased cash paid for interest and significantly reduced cash received | Non-Cash/Cash Flow Item (Six months ended June 30) | 2025 ($) | 2024 ($) | | :------------------------------------------------- | :------- | :------- | | Interest income received in common shares of Maritime Resources Corp. | 74,468 | - | | Share issuance costs included in accounts payable and accrued liabilities | 204,175 | 97,163 | | Cash paid for interest | 9,473 | 12,699 | | Cash received for interest | 306,635 | 1,640,614 | [14. Settlement of Legal Claim](index=25&type=section&id=14.%20SETTLEMENT%20OF%20LEGAL%20CLAIM) On June 5, 2024, a legal claim challenging a 2019 share sale was settled, with plaintiffs receiving **3,750,000** common shares, and the company issuing **370,000** shares valued at **$1,750,100** - On June 5, 2024, the Company entered into a Settlement Agreement with ThreeD Capital Inc. and 1313366 Ontario Inc., resolving a lawsuit challenging a 2019 share sale[87](index=87&type=chunk) - The Plaintiffs received a total of **3,750,000** common shares of the Company from the Defendants as part of the settlement[87](index=87&type=chunk) - The Company issued **370,000** common shares to the Plaintiffs with a total value of **$1,750,100**, recorded in the statement of loss and comprehensive loss for the year ended December 31, 2024[87](index=87&type=chunk) [15. Financial Instruments](index=26&type=section&id=15.%20FINANCIAL%20INSTRUMENTS) The company's financial instruments, primarily investments, are measured at fair value through profit or loss within a hierarchy, with credit, liquidity, and market risk management unchanged since December 31, 2024 - The Company's financial instruments measured at fair value are its investments, which includes equities, warrants and Notes held, classified according to a fair value hierarchy (Level 1 for equities, Level 2 for warrants and Notes)[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company manages credit risk (low due to high-rated financial institutions), liquidity risk (relies on share issuance for funding), and market risk (currency, interest rate, commodity price, and equity price risk)[92](index=92&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - There have been no changes in management's methods for managing credit, liquidity, or market risks since December 31, 2024[93](index=93&type=chunk)[95](index=95&type=chunk)[102](index=102&type=chunk) [15.1. Fair Values](index=26&type=section&id=15.1.%20Fair%20Values) Investments are measured at fair value, with equities as Level 1 and warrants (and former secured notes) as Level 2, with no fair value hierarchy movements in H1 2025 | Financial Instrument (June 30, 2025) | Carrying Amount ($) | Level 1 ($) | Level 2 ($) | Level 3 ($) | | :----------------------------------- | :------------------ | :---------- | :---------- | :---------- | | Investments | 1,042,454 | 327,264 | 715,190 | - | | Financial Instrument (December 31, 2024) | Carrying Amount ($) | Level 1 ($) | Level 2 ($) | Level 3 ($) | | :--------------------------------------- | :------------------ | :---------- | :---------- | :---------- | | Investments | 926,019 | 779,019 | 147,000 | - | | Secured notes | 2,817,554 | - | 2,817,554 | - | - Equities held are measured using quoted market prices (Level 1), while warrants and secured notes (now disposed) are valued using models like Black-Scholes or Hull-White with observable market conditions (Level 2)[88](index=88&type=chunk) [15.2. Financial Instrument Risk Exposure](index=27&type=section&id=15.2.%20Financial%20Instrument%20Risk%20Exposure) The company faces various financial instrument risks, including low credit, managed liquidity, and market risks (currency, commodity, equity price), with quantified sensitivities for currency and equity price fluctuations - Credit risk is low as sales taxes recoverable are due from the Canada Revenue Agency and cash is placed with financial institutions with high credit ratings[92](index=92&type=chunk) - Liquidity risk is managed through a planning and budgeting process, with the company historically relying on share issuance to fund exploration programs[94](index=94&type=chunk) - Market risks include currency risk (**10%** change in US$/CAD exchange rate would impact net loss by **$200,091**), commodity price risk (gold prices significantly affect value), and equity price risk (**10%** change in market price of investments would impact net loss by **$104,245**)[97](index=97&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) [16. Subsequent Event](index=28&type=section&id=16.%20SUBSEQUENT%20EVENT) Subsequent to June 30, 2025, **1,000,000** share purchase options were exercised at **$1.40** per share, generating **$1,400,000** gross proceeds - Subsequent to June 30, 2025, **1,000,000** share purchase options with an exercise price of **$1.40** per share were exercised for gross proceeds of **$1,400,000**[103](index=103&type=chunk)

Summary of New Found Gold (NFGC) Update / Briefing July 22, 2025 Company Overview - **Company**: New Found Gold Corp (NFGC) - **Project**: Queensway Gold Project located in Gander, Newfoundland and Labrador Core Points and Arguments 1. **Preliminary Economic Assessment (PEA)**: The PEA indicates a robust operation for the community, with a phased approach to mining. Phase one involves a 700 ton per day open pit, followed by a 7,000 ton per day open pit in phase two, and underground mining in phase three [2][6][9]. 2. **Production Estimates**: - Phase one is expected to produce over 69,000 ounces annually at an all-in sustaining cost (AISC) of $1,282 per ounce [8]. - Phase two anticipates an average production of 172,000 ounces per year at an AISC of just under $1,100 from years five to nine [9][43]. - Total life of mine production is projected at 1,500,000 ounces [12]. 3. **Net Present Value (NPV)**: The NPV at a gold price of $2,500 is estimated at $743 million, with a high rate of return of 56.3% and a payback period of less than two years on initial capital of $155 million [11][43]. 4. **Resource Conversion**: The PEA shows a conversion of 92% of indicated resources and 74% of inferred resources into the mine plan, indicating strong resource confidence [12][18]. 5. **Mining Methods**: The project will utilize conventional open pit mining methods and a cut-and-fill method for underground mining, with a focus on high-grade material first [10][14]. 6. **Environmental Considerations**: The project plans to use in-pit tailings deposition, which is considered best-in-class for risk mitigation regarding long-term environmental liabilities [20][21]. Exploration and Future Plans 1. **Ongoing Exploration**: The company plans to continue exploration activities in 2025, focusing on converting inferred resources to indicated and expanding the resource base along known fault zones [24][25]. 2. **New Discoveries**: Recent drilling has identified new mineralization not captured in the current mineral resource estimate (MRE), particularly in the Keats West area [27][28]. 3. **Depth Potential**: The company is exploring deeper drilling opportunities, with promising results indicating that mineralization persists at greater depths [35][36]. 4. **Regional Potential**: The acquisition of Labrador Gold's Kingsway project has expanded the strike length by over 13 kilometers, enhancing the potential for new discoveries [37][41]. Financial and Operational Insights 1. **Capital Expenditures**: Total capital expenditures for the project are estimated at $1.065 billion, with phase one requiring $155 million [43][45]. 2. **Operating Costs**: The operating cost for mining is projected at $4.91 per ton moved, with processing costs averaging just under $21 per ton [45][46]. 3. **Leverage to Gold Price**: For every $100 increase in gold price, the NPV increases by approximately $89 million, indicating significant leverage to gold price fluctuations [47]. Additional Important Information 1. **Community Support**: The company has received strong support from local communities and the government, which is crucial for project advancement [5][52]. 2. **Permitting Timeline**: The company anticipates a two-year permitting process, with construction expected to begin in early 2027 [48][49]. 3. **Sustainability Focus**: The project emphasizes sustainability, with ongoing assessments to ensure that tailings management does not lead to long-term environmental issues [88]. This summary encapsulates the key points from the New Found Gold briefing, highlighting the company's strategic approach, production forecasts, exploration potential, and financial metrics.

Core Viewpoint - New Found Gold Corp. announced the results of a Preliminary Economic Assessment (PEA) for the Queensway Gold Project, indicating potential economic viability for gold mineralization on the 175,450 hectare project [1][3][18]. Project Overview - The Queensway project is located near Gander, Newfoundland and Labrador, Canada, and is 100% owned by New Found Gold [1][19]. - The PEA outlines a phased approach to development, starting with a small high-grade open pit mine followed by a larger on-site operation [4][12]. Economic Assessment Highlights - The PEA envisions a 15-year life of mine (LOM) producing 1.5 million ounces of recoverable gold with an average head grade of 1.85 g/t Au [6][12]. - Initial capital costs for Phase 1 are estimated at $155 million, with average annual gold production of 69.3 thousand ounces (koz) at an all-in sustaining cost (AISC) of US$1,282/oz Au [7][8]. - Phase 2 requires growth capital of $442 million, expected to produce 172.2 koz Au at an AISC of US$1,090/oz Au [7][8]. Financial Metrics - At a base case gold price of US$2,500/oz, the project generates an after-tax net present value (NPV) of $743 million and an internal rate of return (IRR) of 56.3% [49]. - The after-tax NPV increases to $1.45 billion and IRR to 197% if the gold price rises to US$3,300/oz [7][49]. Production and Cost Details - Total operating costs over the LOM are projected at $1.977 billion, with a total cash cost of US$1,085/oz Au and an AISC of US$1,256/oz Au [8][44]. - The project includes a phased mine plan that allows for early revenue generation and prioritizes processing of higher-grade material [17][12]. Mineral Resource Estimate - The initial mineral resource estimate includes 18.0 million tonnes at an average gold grade of 2.40 g/t Au, containing 1.39 million ounces of gold [21][22]. - The inferred mineral resources total 10.7 million tonnes at an average grade of 1.77 g/t Au, containing 0.61 million ounces of gold [21][22]. Next Steps - The company plans to conduct a 70,000-meter drill campaign, complete environmental studies, and submit an Environmental Assessment in H1 2026 [53][56]. - Construction for Phase 1 is planned to commence in 2027, with first production targeted for Q3 2027 [56].

Core Viewpoint - New Found Gold Corp. (NFGC) has received a Zacks Rank 2 (Buy) upgrade due to an upward trend in earnings estimates, which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system is based on changes in earnings estimates, which are closely correlated with stock price movements, particularly influenced by institutional investors [4][6]. - An increase in earnings estimates typically leads to higher fair value calculations for stocks, prompting institutional investors to buy or sell accordingly, thus affecting stock prices [4]. Company Performance and Outlook - The recent upgrade for New Found Gold Corp. indicates an improvement in the company's underlying business, suggesting that investors may respond positively by driving the stock price higher [5]. - For the fiscal year ending December 2025, New Found Gold Corp. is expected to earn -$0.13 per share, which remains unchanged from the previous year, but the Zacks Consensus Estimate has increased by 43.5% over the past three months [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with a strong historical performance, particularly for Zacks Rank 1 stocks, which have generated an average annual return of +25% since 1988 [7]. - The upgrade to Zacks Rank 2 places New Found Gold Corp. in the top 20% of Zacks-covered stocks, indicating a strong potential for market-beating returns in the near term [10].

Core Viewpoint - New Found Gold Corp. is expanding its 2025 Work Program at the Queensway Gold Project, focusing on advancing the project towards development with significant drilling and engineering studies planned [1][3]. Work Program Expansion - The 2025 work program will include approximately 70,000 meters of drilling, with 80% dedicated to resource definition and pre-development drilling, and 20% focused on exploration [3][8]. - The company is well-financed following a recent bought deal financing, enabling the expansion of the work program [3]. Drilling Focus - About 80% of the planned drilling will target infill drilling of inferred and unclassified mineralization within the AFZ Core, along with grade control drilling at the Keats and Iceberg zones [4]. - The exploration drilling will focus on high-priority targets such as the Dropkick zone, which is a new high-grade gold target located 11 kilometers north of the AFZ Core [5][6]. Excavation and Sampling - The AFZ Core excavation program is underway, with channel sampling of the Iceberg excavation approximately 80% complete [10]. - Excavation of the Lotto zone is expected to be completed in Q4 2025, with channel sampling planned for Q2 2026 [11]. Regional Exploration - A regional exploration program at Queensway South and Queensway North is ongoing, focusing on the extensions of the Appleton and JBP Fault Zones [12]. - This program includes soil and rock sampling, trenching, and a 156 square kilometer magnetic survey [12]. Engineering and Environmental Studies - The company has engaged SLR Consulting to deliver an initial Mineral Resource Estimate (MRE) and a Preliminary Economic Assessment (PEA), with the PEA expected to be completed by late Q2 2025 [13]. - Additional environmental studies will be conducted in 2025 to ensure all baseline studies are completed for upcoming permitting processes [14]. Company Overview - New Found Gold holds a 100% interest in the Queensway project, which spans 175,600 hectares and covers a 110 km strike extent along two prospective fault zones [16]. - The company is focused on growth and value creation at Queensway, supported by a solid shareholder base, including a 19% holding by Eric Sprott [16].

Core Viewpoint - New Found Gold Corp. has successfully closed the first tranche of its public offering, raising a total of C$56,129,100 through the issuance of charity flow-through common shares and common shares [1][2][4]. Group 1: Offering Details - The first tranche of the offering included 15,265,000 charity flow-through common shares and 4,370,000 common shares, generating gross proceeds of C$42,079,950 [2]. - The second tranche will consist of an additional 6,135,000 charity flow-through common shares, expected to raise C$14,049,150, and is anticipated to close around June 12, 2025 [4]. - The total gross proceeds from both tranches will be used for Canadian exploration expenses related to the Queensway Gold Project [8]. Group 2: Underwriting and Fees - The offering was conducted under an underwriting agreement with a syndicate led by BMO Capital Markets and included several other financial institutions [3]. - The company paid the underwriters a cash fee of C$2,075,959, which is 5.25% of the gross proceeds from the first tranche, excluding certain sales [7]. Group 3: Use of Proceeds - Proceeds from the charity flow-through common shares will be allocated to eligible Canadian exploration expenses related to the Queensway Gold Project, with all qualifying expenditures to be renounced in favor of the subscribers by December 31, 2025 [8]. - The net proceeds from the common shares will be utilized to advance the Queensway Project and for general corporate purposes [9]. Group 4: Company Background - New Found Gold holds a 100% interest in the Queensway Gold Project, located in Newfoundland and Labrador, which is recognized for its excellent infrastructure and skilled workforce [13]. - The company has completed an initial mineral resource estimate at Queensway and is currently conducting a fully funded preliminary economic assessment [13][14].

Core Viewpoint - New Found Gold Corp. has successfully closed the first tranche of its public offering, raising a total of C$56,129,100 through the issuance of charity flow-through common shares and common shares, with plans for a second tranche to follow [1][2][4]. Group 1: Offering Details - The first tranche includes 15,265,000 charity flow-through common shares and 4,370,000 common shares, generating gross proceeds of C$42,079,950 [2]. - The charity flow-through common shares were priced at C$2.29 each, while the common shares were priced at C$1.63 each [1]. - The second tranche is expected to consist of 6,135,000 charity flow-through common shares, aiming for additional gross proceeds of C$14,049,150, with a closing date anticipated around June 12, 2025 [4]. Group 2: Underwriting and Fees - The offering was conducted under an underwriting agreement with a syndicate led by BMO Capital Markets and SCP Resource Finance LP, among others [3]. - The company paid the underwriters a cash fee totaling C$2,075,959, which is 5.25% of the gross proceeds from the first tranche, excluding certain sales [7]. Group 3: Use of Proceeds - Proceeds from the charity flow-through common shares will be allocated to eligible Canadian exploration expenses related to the Queensway Gold Project, with all qualifying expenditures to be renounced in favor of the subscribers by December 31, 2025 [8]. - Net proceeds from the common shares will be utilized to advance the Queensway Project and for general corporate purposes [9]. Group 4: Company Background - New Found Gold holds a 100% interest in the Queensway Gold Project, located in Newfoundland and Labrador, which is recognized for its excellent infrastructure and skilled workforce [13]. - The company has completed an initial mineral resource estimate at Queensway and is currently conducting a fully funded preliminary economic assessment, expected to be completed by late Q2 2025 [13][14].

[Underwriting Agreement](index=1&type=section&id=Underwriting%20Agreement) [Introduction and Offering Summary](index=1&type=section&id=Introduction%20and%20Offering%20Summary) This section outlines the underwriting agreement for the offering of Flow-Through and HD Common Shares, totaling **$56,129,100** gross proceeds, structured in two tranches with an over-allotment option Offering Details | Share Type | Number of Shares | Price per Share | Gross Proceeds | | :--- | :--- | :--- | :--- | | Flow-Through Shares | 21,400,000 | $2.29 | $48,996,000 | | HD Common Shares | 4,370,000 | $1.63 | $7,133,100 | | **Total** | **25,770,000** | | **$56,129,100** | - The offering is divided into two tranches: a First Tranche for **$42,079,950** and a Second Tranche for **$14,049,150**[3](index=3&type=chunk) - The Company has granted the Underwriters an Over-Allotment Option to purchase up to an additional **3,210,000 Flow-Through Shares** at **$2.29 per share**, exercisable for **30 days** after closing[4](index=4&type=chunk) - The Company may conduct a subsequent non-brokered private placement of up to **12,269,939 Common Shares** at **$1.63 per share** for additional gross proceeds of up to approximately **$20 million**[15](index=15&type=chunk) [Section 1: Definitions](index=4&type=section&id=1.%20DEFINITIONS) This section defines key terms used throughout the Underwriting Agreement, establishing common understanding for securities, legal, and regulatory frameworks - Defines critical terms such as "**Offered Securities**", "**Flow-Through Shares**", "**Prospectus**", "**Applicable Securities Laws**", "**material adverse effect**", and "**Qualifying Expenditure**" which are fundamental to interpreting the rights and obligations of the Company and the Underwriters[17](index=17&type=chunk)[18](index=18&type=chunk)[21](index=21&type=chunk) [Section 2: Filing of Prospectuses](index=12&type=section&id=2.%20FILING%20OF%20PROSPECTUSES) This section outlines the Company's covenants for timely prospectus filing in Canada and the U.S., granting Underwriters participation rights in document preparation and due diligence - The Company covenants to file the Canadian Prospectus Supplement by 5:00 p.m. (Vancouver time) on **May 29, 2025**, to enable the lawful distribution of the Offered Securities[26](index=26&type=chunk) - The Company must allow Underwriters to participate fully in preparing offering documents and to conduct all necessary due diligence[28](index=28&type=chunk) - The agreement specifies procedures for the creation, approval, and filing of any marketing materials used in connection with the offering, ensuring compliance with securities laws[28](index=28&type=chunk) [Section 3: Over-Allotment Option](index=13&type=section&id=3.%20OVER-ALLOTMENT%20OPTION) This section formally grants the Underwriters the Over-Allotment Option, specifying terms for purchasing additional shares to cover over-allocations Over-Allotment Option Details | Item | Detail | | :--- | :--- | | **Option Shares** | Up to 3,210,000 Flow-Through Shares | | **Exercise Price** | $2.29 per share | | **Total Proceeds (if full)** | $7,350,900 | | **Exercise Period** | Up to 30 days after the First Tranche Closing Date | [Section 4: Distribution and Obligations](index=14&type=section&id=4.%20DISTRIBUTION%20AND%20CERTAIN%20OBLIGATIONS%20OF%20THE%20UNDERWRITERS%20AND%20THE%20COMPANY) This section details the Underwriters' firm commitment to purchase offered securities and mutual obligations for distribution, including securities qualification and the Company's non-involvement in subsequent purchaser transactions - The Underwriters agree to purchase all, but not less than all, of the Flow-Through Shares and HD Common Shares on the respective closing dates[31](index=31&type=chunk) - The Company acknowledges potential "Follow-On Transactions" (such as charitable donations or resales) by initial purchasers but confirms it has no involvement or liability related to the tax consequences of such transactions[33](index=33&type=chunk) - The Company is not liable if the Flow-Through Shares become "prescribed shares" under the Tax Act due to actions taken by purchasers in Follow-On Transactions[33](index=33&type=chunk) [Section 5: Representations and Warranties](index=15&type=section&id=5.%20REPRESENTATIONS%20AND%20WARRANTIES) This section contains foundational assurances, with the Company providing extensive representations and warranties and Underwriters providing their own, all of which must be true at signing and closing - The Company represents that the offering documents are true, contain no misrepresentations, and constitute full, true, and plain disclosure as required by applicable securities laws[34](index=34&type=chunk) - Each Underwriter severally represents that it is appropriately registered to fulfill its obligations and has the authority to enter into the agreement[34](index=34&type=chunk) - The representations and warranties survive the completion of the offering, providing a basis for future claims if they are found to be untrue[33](index=33&type=chunk) [Section 6: Additional Covenants](index=17&type=section&id=6.%20ADDITIONAL%20COVENANTS) This section details the Company's specific operational, financial, and legal covenants before, during, and after the offering, ensuring a successful and compliant offering and protecting Underwriter interests - **Exchange Listings:** The Company must obtain approval from the NYSE American and TSXV for the listing of the Offered Securities[36](index=36&type=chunk) - **Flow-Through Share Obligations:** The Company must incur Qualifying Expenditures equal to the proceeds from the Flow-Through Shares by **December 31, 2026**, and renounce them to purchasers with an effective date no later than **December 31, 2025**[37](index=37&type=chunk)[38](index=38&type=chunk) - **Lock-Up Agreements:** The Company must ensure its directors and executive officers enter into **90-day** lock-up agreements, restricting them from selling their shares after the First Tranche Closing Date[43](index=43&type=chunk) - **Closing Deliverables:** The Company is required to provide numerous documents at closing, including legal opinions, auditor comfort letters, and officer's certificates, to the satisfaction of the Underwriters[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - **Standstill Covenant:** The Company agrees not to issue any additional Common Shares for **90 days** following the First Tranche Closing Date, with certain exceptions such as for employee incentive plans and the announced Non-Brokered Private Placement[43](index=43&type=chunk) [Section 7: Underwriters' Fees and Expenses](index=26&type=section&id=7.%20UNDERWRITERS'%20FEES%20AND%20EXPENSES) This section specifies Underwriter compensation, detailing the cash fee structure based on gross proceeds and confirming the Company's responsibility for all offering costs, including legal fees up to a specified cap Underwriters' Fee Structure | Sale Type | Fee Percentage | | :--- | :--- | | Standard Sales | 5.25% of gross proceeds | | President's List Sales | 1.0% of gross proceeds | - President's List Sales shall not exceed **35%** of the gross proceeds from the Offering[8](index=8&type=chunk) - The Company is responsible for all offering expenses and will reimburse the Underwriters for their reasonable out-of-pocket expenses, including legal fees and disbursements up to a maximum of **$225,000** (plus applicable taxes)[47](index=47&type=chunk) [Section 8: Underwriting Percentages](index=26&type=section&id=8.%20UNDERWRITING%20PERCENTAGES) This section outlines the individual commitment of each underwriter in the syndicate, clarifying their several (not joint) obligations and detailing procedures for underwriter default Underwriter Commitments | Underwriter | Percentage | | :--- | :--- | | BMO Nesbitt Burns Inc. | 38.5% | | SCP Resource Finance LP | 33.5% | | Paradigm Capital Inc. | 10.0% | | Canaccord Genuity Corp. | 5.5% | | Haywood Securities Inc. | 3.0% | | Stifel Nicolaus Canada Inc. | 3.0% | | Roth Canada, Inc. | 2.5% | | A.G.P. Canada Investments ULC | 2.0% | | ATB Securities Inc. | 2.0% | | **Total** | **100%** | - A **5%** work fee is to be split between BMO Nesbitt Burns Inc. (**54%**) and SCP Resource Finance LP (**46%**)[46](index=46&type=chunk) [Section 9: Conditions Precedent](index=27&type=section&id=9.%20CONDITIONS%20PRECEDENT) This section lists conditions precedent for Underwriters' obligation to purchase securities at closing, ensuring the Company meets all legal, regulatory, and business requirements - All necessary corporate actions and regulatory approvals (including from the TSXV and NYSE American) must be obtained[50](index=50&type=chunk) - All closing documents, including legal opinions, comfort letters, and officer's certificates, must be delivered in a form satisfactory to the Underwriters[50](index=50&type=chunk) - No stop-trade orders or similar proceedings shall be pending or threatened against the Company's securities[51](index=51&type=chunk) - The Company's representations and warranties must remain true and correct, and there must not have been any material adverse change in the Company's business or financial condition[51](index=51&type=chunk)[53](index=53&type=chunk) [Section 10: Closing](index=29&type=section&id=10.%20CLOSING) This section specifies the logistical details for the offering's completion, including closing dates for two tranches, share delivery, and payment mechanics from Underwriters to the Company - The closing is divided into two tranches with specific dates: - **First Tranche Closing Date:** June 3, 2025 - **Second Tranche Closing Date:** June 12, 2025[53](index=53&type=chunk) - On the closing dates, the Company will deliver global certificates for the shares, and the Underwriters will pay the aggregate gross proceeds to the Company, with fees and expenses deducted from the first tranche proceeds and paid separately for the second tranche[53](index=53&type=chunk) [Section 11: Option Closing](index=30&type=section&id=11.%20OPTION%20CLOSING) This section details procedures for the Over-Allotment Option exercise, outlining the timing of option closing, delivery of additional shares, and corresponding payment by Underwriters - If the Over-Allotment Option is exercised, the closing for the additional shares will occur within **three business days** of the exercise notice[56](index=56&type=chunk) - The Company must deliver the required closing documents (as per section 6.1(w)) and the Additional Shares, after which the Underwriters will pay the proceeds for those shares, with the Underwriters' Fee being deducted or paid as applicable[56](index=56&type=chunk) [Section 12: Indemnity](index=30&type=section&id=12.%20INDEMNITY) This section establishes the Company's obligation to indemnify Underwriters from losses, claims, and expenses arising from misrepresentations, breaches, or non-compliance, including provisions for contribution if indemnification is unavailable - The Company agrees to indemnify the Underwriters (the "Indemnified Parties") against all claims arising from untrue statements or omissions of material facts in the offering documents[56](index=56&type=chunk) - The indemnity does not apply to information provided in writing by the Underwriters specifically for inclusion in the offering documents[56](index=56&type=chunk) - If indemnification is unavailable, the Company and Underwriters will contribute to the losses based on relative benefits (proceeds to Company vs. fees to Underwriters) and relative fault[65](index=65&type=chunk) [Section 13: Termination of Agreement](index=35&type=section&id=13.%20TERMINATION%20OF%20AGREEMENT) This section grants Underwriters the right to terminate their obligations under specified "out clauses," protecting them from proceeding with the offering if significant negative events occur - Underwriters can terminate the agreement if there is a material adverse change in the Company's business or financial condition[67](index=67&type=chunk) - Termination is also possible due to major adverse national or international events (including financial crises, terrorism, or pandemics) that negatively affect the financial markets or the Company[67](index=67&type=chunk) - Other termination triggers include the issuance of a cease-trade order against the Company's securities or a material breach of the agreement by the Company[67](index=67&type=chunk) [Section 14: General](index=36&type=section&id=14.%20GENERAL) This section contains standard legal clauses governing the agreement's administration and interpretation, covering notices, governing law, survival of representations, and party relationships - **Notices:** Specifies the contact information and methods for formal communication between the parties[68](index=68&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - **Governing Law:** The agreement is governed by the laws of the Province of British Columbia and the applicable federal laws of Canada[76](index=76&type=chunk) - **Relationship of Parties:** Explicitly states that the Underwriters are acting as principals in an arm's length contractual relationship, not as fiduciaries to the Company[74](index=74&type=chunk) - **Survival:** Representations, warranties, and indemnification obligations survive the closing of the offering[74](index=74&type=chunk) [Schedules](index=45&type=section&id=Schedules) [Schedule 5.1: Representations and Warranties of the Company](index=45&type=section&id=SCHEDULE%205.1%20REPRESENTATIONS%20AND%20WARRANTIES) This schedule provides an exhaustive list of the Company's representations and warranties to the Underwriters, covering its legal, financial, and operational status, forming the factual basis for the offering - **Corporate Status:** The Company is a duly incorporated and existing reporting issuer in all Canadian qualifying jurisdictions and is listed on the TSXV and NYSE American without being in default[90](index=90&type=chunk) - **Financials & Disclosure:** Financial statements are prepared in accordance with IFRS and fairly present the Company's financial position[91](index=91&type=chunk) - **Mining & Technical Information:** The Technical Report for the Queensway Gold Project complies with NI 43-101, and the Company holds the necessary material mining claims for its current exploration activities[98](index=98&type=chunk)[99](index=99&type=chunk) - **Compliance:** The Company asserts compliance with anti-corruption laws (FCPA, CFPOA), anti-money laundering laws, and economic sanctions[96](index=96&type=chunk)[97](index=97&type=chunk) - **Flow-Through Shares:** The Company represents that the shares will qualify as "flow-through shares" under the Tax Act and that it will be able to incur and renounce the required amount of Qualifying Expenditures[102](index=102&type=chunk) [Schedule A: Matters for Company's Counsel Opinion](index=59&type=section&id=SCHEDULE%20A%20MATTERS%20IN%20RESPECT%20OF%20WHICH%20COMPANY'S%20COUNSEL%20SHALL%20DELIVER%20OPINIONS) This schedule lists specific legal matters on which the Company's counsel must provide formal legal opinions to Underwriters as a closing condition, verifying key legal representations and compliance - Counsel must opine on the Company's status as a validly existing "reporting issuer" in good standing[106](index=106&type=chunk) - The opinion must confirm that the Offered Securities have been duly authorized and, upon issuance, will be fully paid and non-assessable shares[106](index=106&type=chunk) - A key opinion required is that the Flow-Through Shares will qualify as "flow-through shares" under the Tax Act and will not be "prescribed shares", subject to certain qualifications regarding purchaser actions[107](index=107&type=chunk) [Schedule B: Mining Claims](index=61&type=section&id=SCHEDULE%20B%20MINING%20CLAIMS) This schedule provides a detailed list of material mining licenses and claims held by New Found Gold Corp. for its Queensway Gold Project, serving as an inventory of mineral property rights - The schedule lists numerous map-staked license numbers held by New Found Gold Corp. and other parties in trust for the Company[109](index=109&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Schedule C: Form of Subscription and Renunciation Agreement for Flow-Through Shares](index=66&type=section&id=SCHEDULE%20C%20FORM%20OF%20SUBSCRIPTION%20AND%20RENUNCIATION%20AGREEMENT%20FOR%20FLOW-THROUGH%20SHARES) This schedule provides the template agreement for Flow-Through Share purchasers, outlining subscription terms, and detailing the Company's representations, warranties, and covenants regarding tax treatment and indemnity for tax-related failures - Subscribers agree to purchase Flow-Through Shares at **$2.29 per share**[116](index=116&type=chunk) - The Company covenants to incur Qualifying Expenditures equal to the subscription proceeds and renounce them to subscribers with an effective date no later than **December 31, 2025**[121](index=121&type=chunk) - The Company provides an indemnity to subscribers for additional taxes payable if the Company fails to renounce the required expenditures, but this indemnity does not cover issues arising from the subscriber's own actions, such as participating in a "Post-Closing Arrangement" that causes the shares to become "prescribed shares"[122](index=122&type=chunk) [Schedule D: Pricing Disclosure Package](index=77&type=section&id=SCHEDULE%20D%20PRICING%20DISCLOSURE%20PACKAGE) This schedule defines the "Pricing Disclosure Package" for U.S. securities law purposes, including final offering pricing terms and specific public documents (news releases) Final Offering Terms | Security | Number Offered | Price | Underwriting Commission ($/share) | | :--- | :--- | :--- | :--- | | Flow-Through Shares | 21,400,000 | $2.29 | $0.1202 | | HD Common Shares | 4,370,000 | $1.63 | $0.0856 | - The Pricing Disclosure Package also includes the Company's news releases dated **May 27, 2025** (announcing the offering) and **May 28, 2025** (announcing the increased size of the offering)[130](index=130&type=chunk)

Core Insights - New Found Gold continues to report high-grade gold mineralization from its 2024 exploration program, particularly at the Dropkick and Pistachio zones, indicating potential for resource expansion [1][2][10] - The exploration program included 13,768 meters of drilling across 38 diamond drill holes, focusing on high-grade mineralization and strike extensions [2][10] Dropkick Zone - Significant drill results from the Dropkick zone include 42.8 g/t Au over 14.95 m and 47.6 g/t Au over 3.95 m, with mineralization now intersected over a 580 m strike extent [5][6] - The mineralization at Dropkick is open in all directions, with potential for further expansion [6][10] - The new domain of mineralization discovered east of the Appleton Fault Zone (AFZ) returned 5.30 g/t Au over 15.20 m, marking the first mineralization found in that area [6][10] Pistachio Zone - The Pistachio zone has shown promising results with 5.34 g/t Au over 7.30 m, extending the high-grade mineralization by 40 m down-dip [12][14] - The zone spans a strike length of 240 m and remains open down plunge and to depth [12][14] - Systematic reconnaissance drilling has identified additional target areas for future exploration [12][14] Future Plans - The company plans to conduct follow-up drilling at Dropkick starting in June 2025, with additional work planned at a soil anomaly located north of Pistachio [10][12] - The total drilling for the 2024 exploration program reached 89,974 m across 271 diamond drill holes, with results from 37,750 m in 82 holes to be included in the next mineral resource estimate [10][12] Company Overview - New Found Gold holds a 100% interest in the Queensway project located in Newfoundland and Labrador, which covers a significant area with a 110 km strike extent along two prospective fault zones [31][32] - The company is focused on growth and value creation, supported by a solid shareholder base, including a 19% holding by Eric Sprott [32]