New Found Gold and Maritime Enter into Definitive Agreement to Combine; Combination Creates an Emerging Canadian Gold Producer
(All amounts expressed in Canadian dollars unless stated otherwise)
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
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
The Exchange Ratio implies a premium of 32% based on the 20-day VWAP of Maritime Shares on the
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1 See the |
Strategic Rationale for
-
Addition of Hammerdown, a high-grade, near-term producing gold project in central
Newfoundland : Hammerdown is anticipated to ramp up to full production in early 2026, with mineralized stockpiles currently being processed atPine Cove ; the 2022 Feasibility Study for Hammerdown highlights 50,000 ounces ("oz") of annual gold production at an all-in sustaining cost ("AISC")2 ofUS$912 /oz Au - Hammerdown cash flow to support Queensway development: Near-term expected cash flow from Hammerdown is expected to fund a material portion of the capex for Queensway
- Creation of an emerging Canadian gold producer: Hammerdown production targeted for 2026 and Queensway Phase 1 production targeted for 2027
-
Significant operational synergies given proximity of assets:
New Found Gold is expected to benefit from Maritime's existing infrastructure, includingPine Cove and Nugget Pond HGP, securing the offsite processing facilities for Queensway as envisioned in the Queensway PEA - Significant re-rate potential: Significant re-valuation opportunity due to the addition of near-term production and cash flow, the unlocking of significant operational synergies, and increased scale and capital markets presence.
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2 Non-GAAP measure |
Benefits to Maritime Shareholders
-
Immediate and significant premium to Maritime shareholders: 32% on a 20-day VWAP basis as at
September 4, 2025 , and a premium of 56% to the closing price of Maritime Shares onJuly 30, 2025 , the last trading day prior to entry into a letter of intent between the parties in respect of the Transaction -
Exposure to two high-quality Canadian assets in a Tier 1 jurisdiction: Maritime shareholders retain exposure to Hammerdown while gaining exposure to
New Found Gold's high-grade, low capex Queensway in centralNewfoundland , with initial production targeted for 2027 - Significant re-valuation opportunity to provide further upside for Maritime shareholders: Hammerdown production targeted for 2026 and Queensway Phase 1 production targeted for 2027, while also benefitting from the unlocking of significant operational synergies including a highly experienced and successful exploration team
-
Improved Visibility and Trading Liquidity: New Found Gold is a well-known, advanced exploration company listed on both the
TSX Venture Exchange (NFG) and NYSE American (NFGC) and its shares are highly liquid (volumes of~$4 million per day over the last six months on Canadian andU.S. exchanges).
About Hammerdown
Hammerdown is a 100% Maritime-owned high grade, open pit gold project located in the
About Queensway
-
Solid low-cost production profile from year one via a phased mine plan:
- Phase 1: Low Initial capital cost of
$155 million , builds average annual gold production of 69.3koz Au at an AISC ofUS$1,282 /oz Au in Years 1 to 4 planned to fund Phase 2. - Phase 2: Growth capital of
$442 million , builds average annual gold production of 172.2koz Au at an AISC ofUS$1,090 /oz Au in Years 5 to 9, paid back in less than one year.
- Phase 1: Low Initial capital cost of
- Early revenue potential: Initial gold production targeted for 2027 pending regulatory approval.
-
Significant leverage to gold price: After-tax NPV5%increases to
$1.45 billion from$743 million and internal rate of return ("IRR") increases to 197% from 56.3% when gold price raised toUS$3,300 /oz Au from base case ofUS$2,500 /oz Au. -
Total production: 1.5
Moz Au over a 15-year life of mine ("LOM") at an average total cash cost ofUS$1,085 /oz Au and an AISC ofUS$1,256 /oz Au. - Exploration upside: Significant resource expansion potential, both near-MRE and camp scale over 110 km strike extent
Additional details regarding Queensway and the results of the PEA are contained in the technical report on the PEA, which is available on SEDAR+ under
Transaction Summary
Under the terms of the Transaction,
The Transaction will be carried out by way of a court-approved Arrangement under the Business Corporations Act (
In addition to Maritime shareholder and court approval, the Transaction is also subject the satisfaction of certain other closing conditions customary for a transaction of this nature, including receipt of customary stock exchange approvals. The Transaction is expected to be completed in the fourth quarter of 2025. The Maritime Shares are expected to be delisted from the TSXV promptly after closing of the Transaction.
The Arrangement Agreement, which is dated
There are currently 243,027,933 New Found Gold Shares issued and outstanding. Based on the number of common shares of each of the Companies currently issued and outstanding, there would be 335,932,796 New Found Gold Shares issued and outstanding upon closing of the Transaction.
Board Approvals and Recommendations
The board of directors of Maritime (the "Maritime Board"), in consultation with its senior management and financial and legal advisors, unanimously determined that the Transaction is in the best interests of Maritime and fair to Maritime shareholders, unanimously approved the Transaction and recommends that Maritime shareholders vote in favour of the Transaction at the Special Meeting.
Upon closing of the Transaction, it is anticipated that a director of Maritime will join the
Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by
Advisors and Counsel
SCP Resource Finance is acting as financial advisor to Maritime in connection with the Transaction.
Conference Call
- Conference ID: 4987472
-
Toll-free in the
U.S. andCanada : 1-800-715-9871 -
Toronto and International: 1-647-932-3411 - Webcast: https://app.webinar.net/EYwkzkrn548
A replay of the conference call and webcast will be posted on the
Technical Report and Qualified Person
The disclosure regarding the Hammerdown Proven and Probable mineral reserves contained in this news release is supported by Maritime's technical report titled "
About
Recent drilling continues to yield new discoveries along strike and down dip of known gold zones, pointing to the district-scale potential over a 110 km strike extent along two prospective fault zones.
About
Maritime is a gold exploration and development company focused on advancing Hammerdown in the
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement
The PEA is preliminary in nature, it included inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the PEA will be realized.
Non-GAAP Financial Measures
The Companies have included certain non-GAAP financial measures in this news release, including AISC, cash cost and cash cost per ounce and free cash flow. These financial measures are not defined under IFRS and should not be considered in isolation. The Companies believe that these financial measures, together with financial measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Companies. The inclusion of these financial measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These financial measures are not necessarily standard and therefore may not be comparable to other issuers.
All-in Sustaining Cost
All-in sustaining cost ("AISC") is a non-GAAP financial measure calculated based on guidance published by the
Cash Costs and Cash Cost per Ounce
Cash Costs are reflective of the cost of production. Cash Costs reported in the Feasibility Study include mining costs, processing and water treatment costs, general and administrative costs of the mine, refining and transportation costs, silver revenue credits and royalties. Cash Costs per Ounce is calculated as Cash Costs divided by payable gold ounces.
Free Cash Flow
Free Cash Flows are revenues net of operating costs, royalties, working capital adjustments, capital expenditures and cash taxes. The Company believes that this measure is useful to the external users in assessing the Company's ability to generate cash flows from the project.
Hammerdown Technical Information
Details regarding the
Hammerdown Feasibility Study
Study Results
Item |
Units |
Total |
Mine life |
years |
5 |
Ore tonnes |
kt |
1,895 |
Waste tonnes |
Mt |
38.5 |
Strip ratio |
waste:ore |
20.3 |
ROM ore production |
tpd |
1,200 |
ROM gold grade |
Au gpt |
4.46 |
Sorting plant waste rejection |
% |
40.0 |
Sorting plant gold recovery |
% |
95.0 |
Mill throughput |
tpd |
700 |
Mill head grade after sorting |
Au gpt |
6.76 |
Tonnes milled |
Kt |
1,189 |
Mill gold recovery |
% |
95.5 |
Gold produced |
oz |
247,346 |
Avg. annual production |
oz |
50,000 |
Mining cost |
$/t mined |
4.49 |
Mineral processing |
$/t milled |
48.06 |
Trucking from sorting plant to mill |
$/t milled |
25.50 |
General & Administrative |
$/t milled |
12.04 |
Cash costs1,4 |
US$/oz |
897 |
AISC per ounce gold1,4 |
US$/oz |
912 |
Total initial capital3 |
$M |
75.0 |
Total sustaining capital |
$M |
4.9 |
Avg. annual free cash flow |
$M |
41.4 |
After-tax NPV(5%)4 |
$M |
102.8 |
After-tax IRR4 |
% |
48.1 |
Payback period2 |
years |
1.7 |
1. |
Refer to "Non-GAAP Financial Measures" below. |
2. |
Payback is defined as achieving cumulative positive free cashflow after all cash costs and capital costs, including sustaining capital costs and is calculated from the start of production. |
3. |
Excludes initial working capital requirements. |
4. |
|
Operating and Capital Costs
Capital costs have a basis of estimate at Class 3 (FEL3) with a stated -15%/+30% accuracy (after the
Capital cost contingency has been allocated on scopes of work. The combined contingency for all scopes of work is equivalent to 20% of direct costs, excluding mining equipment and pre-stripping. More than 82% of equipment costs, bulk materials and labour rates are estimated with budget quotes from vendors. The remaining 18% of costs are estimated from consultant databases on precedent projects, or from factoring such items as freight and construction indirect costs from supply pricing.
Mine equipment is assumed to be acquired through a combination of leasing for most production and support equipment, rentals for pioneering drills, and purchase of some support equipment.
The initial capital cost, including contingency, is estimated at
Capital Costs
Item |
Units |
Total |
Mining |
$M |
10.6 |
Site development |
$M |
4.7 |
Mineral processing |
$M |
24.7 |
Water management |
$M |
0.6 |
On-site infrastructure |
$M |
5.9 |
Project indirect costs |
$M |
17.3 |
Owner's costs |
$M |
4.0 |
Subtotal |
$M |
67.9 |
Contingency |
$M |
7.2 |
Total initial capital |
$M |
75.0 |
Sustaining capital |
$M |
11.0 |
Closure |
$M |
3.5 |
Salvage |
$M |
9.6 |
Total net sustaining capital |
$M |
4.9 |
Total capital |
$M |
80.0 |
Mine operating costs, including pre-stripping, are estimated at
Processing and tailings storage related costs are estimated at
Overall LOM Cash Costs are estimated at
Operating Costs
Item |
Units |
Total |
ROM tonnes |
kt |
1,895 |
Tonnes milled |
kt |
1,189 |
Payable gold produced |
oz |
247,346 |
Mining costs |
$/t mined |
4.49 |
Trucking |
$/t milled |
25.50 |
Mineral processing |
$/t milled |
48.06 |
G&A |
$/t milled |
12.04 |
Total |
$/t milled |
234.45 |
Refining, royalties |
$M |
9.3 |
On-site operating costs |
$M |
278.7 |
Net sustaining capital |
$M |
4.9 |
All in sustaining costs |
US$/oz |
912 |
Project Economics
At the base case gold price (
Gold Price Sensitivity
Gold price (US$/oz) |
Units |
|
|
|
NPV(5%) |
$M |
77.7 |
102.8 |
128.4 |
IRR |
% |
38.0 |
48.1 |
58.4 |
Payback |
Years |
2.3 |
1.7 |
1.3 |
Total undiscounted FCF |
$M |
101.2 |
129.7 |
158.9 |
Avg. annual FCF |
$M |
35.7 |
41.1 |
47.2 |
Mineral Resources and Mineral Reserves
The MRE for the Hammerdown deposit has been updated and was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and outlined below. The updated MRE is based on a gold price of
Mineral Resource Estimate – Hammerdown,
|
Tonnes |
Grade |
Contained Gold |
Category |
(kt) |
Au gpt |
(koz) |
Open Pit Resources |
|
|
|
Measured |
698 |
5.47 |
123 |
Indicated |
2,146 |
3.00 |
207 |
Total Measured & Indicated |
2,845 |
3.61 |
330 |
Total Inferred |
302 |
1.31 |
13 |
Underground Resources |
|
|
|
Measured |
1 |
7.05 |
- |
Indicated |
54 |
5.10 |
9 |
Total Measured & Indicated |
55 |
5.10 |
9 |
Total Inferred |
66 |
4.00 |
9 |
Notes: |
|
1. |
Mineral Resource Estimate completed by |
2. |
Effective date: |
3. |
Open Pit Mineral Resources are inclusive of Mineral Reserves |
4. |
Open Pit Mineral Resources are estimated at a cut-off grade of 0.50 g/t Au. |
5. |
Open Pit Mineral Resources are reported at a block cut-off from whole blocks measuring 2.5 m x 1.0 m x 2.5 m. |
6. |
Mineral Resources are estimated using a long-term gold price of |
7. |
Bulk density is 2.84 t/m3 for rock and 1.90 t/m3 for mined out areas. |
8. |
Underground Mineral Resources are estimated at a cut-off grade of 2.00 g/t Au. |
9. |
Underground Resources are reported at a block cut-off from whole blocks measuring 2.5 m x 1.0 m x 2.5 m and have been subject to additional reporting shapes to remove isolated blocks. |
10. |
Numbers may not add due to rounding. |
11. |
Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. |
12. |
Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
13. |
|
The Mineral Reserve estimate for Hammerdown is based on an open pit mine plan and production schedule outlined in the Feasibility Study. Table 6 presents the Mineral Reserve estimate for the
Mineral Reserve Estimate – Hammerdown,
|
Tonnes |
Diluted Grade |
Contained Gold |
Zone & Class |
(kt) |
(Au gpt) |
(koz) |
Proven |
|
|
|
Vein |
556 |
5.94 |
106 |
Wisteria |
- |
- |
- |
Total Proven |
556 |
5.94 |
106 |
Probable |
|
|
|
Vein |
1,134 |
4.19 |
153 |
Wisteria |
206 |
1.99 |
13 |
Total Probable |
1,340 |
3.85 |
166 |
Total Proven and Probable |
1,895 |
4.46 |
272 |
Notes: |
|
1. |
Mineral Reserve Estimate completed by |
2. |
Effective date; |
3. |
Mineral Reserves are estimated at a gold cut-off of 0.73 g/t for Veins and 1.06 g/t for |
4. |
The final FS pit design contains an additional 94 kt of Inferred resources above the economic cut-off grade at an average grade of 1.62 g/t Au. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that any part of the Inferred Resources could be converted into Mineral Reserves. |
5. |
Tonnages are rounded to the nearest 1,000 t, gold grades are rounded to two decimal places. Tonnage and grade measurements are in metric units; contained gold is reported as thousands of troy ounces. |
Forward-Looking Information
This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to completion of the Transaction by way of the Arrangement and the anticipated timing thereof; assessments of and expectations for the combined entity after completion of the Arrangement; pro forma ownership of the combined entity; the anticipated premium for Maritime shareholders; assessments of and expectations for Hammerdown; assessments of and expectations for Queensway; expectations regarding the existing infrastructure of Maritime; expectations regarding the significant re-evaluation potential; benefits to Maritime shareholders; results of the feasibility study for Hammerdown and the interpretation of such results; future plans for Hammerdown and
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