New Found Gold, Maritime Resources enter merger agreement

New Found Gold (NFGC)and Maritime Resources are pleased to announce that the companies have entered into a definitive 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. Under the terms of the Arrangement Agreement, each holder of the common shares of Maritime will receive 0.75 of a New Found Gold common share in exchange for each Maritime Share 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 C$292M on a fully-diluted in-the-money basis. 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.