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Exploits Discovery Announces Sale of Newfoundland Claims to New Found Gold to Accelerate Development on its New Gold Projects in Ontario & Québec

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Exploits Discovery (OTCQB: NFLDF) has entered into a definitive agreement to sell its Newfoundland mineral claims to New Found Gold Corp. (NFG) in a transaction valued at up to C$8.8 million. The deal includes C$7 million in NFG shares (2,821,556 shares) and a 1% NSR royalty on select claims, with potential additional consideration of C$1.8 million in NFG shares for disputed claims.

The transaction covers 1,984 mineral claims (49,600 ha), excluding 360 disputed claims (9,000 ha). NFG retains a three-year option to repurchase 0.5% of the royalty for C$750,000. The deal requires 66.67% shareholder approval and is expected to close in Q4 2025.

Post-transaction, Exploits will focus on its four cornerstone gold projects in Ontario and Québec, which contain historical gold resources of approximately 680,000 ounces.

Exploits Discovery (OTCQB: NFLDF) ha sottoscritto un accordo vincolante per vendere i propri diritti minerari a Newfoundland a New Found Gold Corp. (NFG) in un’operazione dal valore fino a C$8,8 milioni. La transazione prevede C$7 milioni in azioni NFG (2.821.556 azioni) e una royalty NSR dell�1% su alcuni lotti, con una possibile corrispettivo aggiuntivo di C$1,8 milioni in azioni NFG per i lotti contestati.

L’operazione riguarda 1.984 concessioni minerarie (49.600 ha), escludendo 360 concessioni contestate (9.000 ha). NFG mantiene un’opzione di riacquisto della metà della royalty (0,5%) entro tre anni per C$750.000. L’accordo necessita dell’approvazione dei soci al 66,67% e il closing è previsto per il quarto trimestre del 2025.

Dopo la chiusura, Exploits si concentrerà sui suoi quattro progetti auriferi principali in Ontario e Québec, che contengono risorse aurifere storiche per circa 680.000 once.

Exploits Discovery (OTCQB: NFLDF) ha firmado un acuerdo definitivo para vender sus concesiones minerales en Newfoundland a New Found Gold Corp. (NFG) en una operación valorada en hasta C$8,8 millones. El acuerdo incluye C$7 millones en acciones de NFG (2.821.556 acciones) y una regalía NSR del 1% sobre determinadas concesiones, con una posible contraprestación adicional de C$1,8 millones en acciones de NFG por las concesiones en disputa.

La transacción abarca 1.984 concesiones mineras (49.600 ha), excluyendo 360 concesiones en disputa (9.000 ha). NFG conserva una opción de recompra de 0,5% de la regalía durante tres años por C$750.000. El acuerdo requiere la aprobación de accionistas del 66,67% y se espera que cierre en el cuarto trimestre de 2025.

Tras la transacción, Exploits se centrará en sus cuatro proyectos auríferos principales en Ontario y Québec, que contienen recursos auríferos históricos por aproximadamente 680.000 onzas.

Exploits Discovery (OTCQB: NFLDF)가 뉴펀들랜� 광권� New Found Gold Corp.(NFG)� 매각하는 최종 계약� 체결했으� 거래 가치는 최대 $8.8백만입니�. 거래에는 C$7백만 상당� NFG 주식(2,821,556�)� 일부 권리� 대� 1% NSR 로열�가 포함되며, 분쟁 중인 권리� 경우 추가� C$1.8백만 상당� NFG 주식� 지급될 � 있습니다.

이번 거래� 1,984� 광권(49,600 헥타�)� 포함하며, 360� 분쟁 광권(9,000 헥타�)은 제외됩니�. NFG� 3� 내에 로열� 0.5%� C$750,000� 되사� � 있는 옵션� 보유합니�. 거래� 66.67%� 주주 승인 필요하며 2025� 4분기 마감� 예상됩니�.

거래 완료 � Exploits� 온타리오와 퀘벡� 있는 � 개의 핵심 � 프로젝트� 주력� 예정이며, 해당 프로젝트들은 � 680,000 온스� 역사� � 자원� 보유하고 있습니다.

Exploits Discovery (OTCQB: NFLDF) a conclu un accord définitif pour vendre ses concessions minières à Terre‑Neuve à New Found Gold Corp. (NFG) dans une opération d’un montant pouvant atteindre C$8,8 millions. L’accord comprend C$7 millions en actions NFG (2 821 556 actions) et une redevance NSR de 1% sur certains claims, avec une contrepartie supplémentaire possible de C$1,8 million en actions NFG pour les claims contestés.

La transaction couvre 1 984 claims miniers (49 600 ha), à l’exclusion de 360 claims contestés (9 000 ha). NFG conserve une option de rachat de 0,5% de la redevance pendant trois ans pour C$750 000. L’accord nécessite l’approbation des actionnaires à 66,67% et devrait être finalisé au T4 2025.

Après la transaction, Exploits se concentrera sur ses quatre projets aurifères phares en Ontario et au Québec, qui renferment des ressources aurifères historiques d’environ 680 000 onces.

Exploits Discovery (OTCQB: NFLDF) hat eine endgültige Vereinbarung zum Verkauf seiner Mineralrechte in Newfoundland an New Found Gold Corp. (NFG) abgeschlossen; der Deal hat einen Wert von bis zu C$8,8 Millionen. Die Transaktion umfasst C$7 Millionen in NFG-Aktien (2.821.556 Aktien) und eine 1% NSR-Royalty auf ausgewählte Claims sowie eine mögliche Zusatzvergütung von C$1,8 Millionen in NFG-Aktien für strittige Claims.

Der Vertrag umfasst 1.984 Mineralclaims (49.600 ha) und schließt 360 strittige Claims (9.000 ha) aus. NFG behält sich eine Dreijahresoption vor, 0,5% der Royalty für C$750.000 zurückzukaufen. Die Vereinbarung bedarf einer Aktionärszustimmung von 66,67% und soll im 4. Quartal 2025 abgeschlossen werden.

Nach Abschluss konzentriert sich Exploits auf seine vier zentralen Goldprojekte in Ontario und Québec, die historische Goldressourcen von rund 680.000 Unzen aufweisen.

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  • NFG shares received will be subject to a four-month resale restriction
  • NFG has option to reduce royalty by 0.5% for C$750,000
  • Transaction requires 66.67% shareholder approval
  • Contingent consideration of C$1.8M depends on legal outcome of disputed claims
  • Company must pay C$250,000 termination fee if accepting superior proposal

Toronto, Ontario--(Newsfile Corp. - September 8, 2025) - Exploits Discovery Corp. (CSE: NFLD) (OTCQB: NFLDF) (FSE: 634) ("Exploits" or the "Company") is pleased to announce that it has entered into a definitive property purchase agreement dated September 7, 2025 (the "Purchase Agreement") with New Found Gold Corp. ("NFG") providing for the sale of a 100% interest in all of its mineral claims in central Newfoundland (the "Transaction").

Jeff Swinoga, President & CEO of Exploits, stated: "This is an excellent transaction for our shareholders, providing up to approximately $8.8 million of value along with a 1% NSR. It provides immediate value, ongoing exposure to NFG's discovery success, and adds royalty upside, allowing us accelerate development on our new growth platform of growing gold ounces in Ontario and Québec. With Hawkins in Ontario and Fenton, Wilson, and Benoist in Québec, we now control four cornerstone projects hosting a combined historical gold resource estimate of 680,000 ounces in Canada's leading gold belts. Each has historical mineral resource estimates, strong infrastructure, and district-scale growth potential. We are excited to drive the next phase of value creation by growing resources and advancing exploration."

Transaction Summary

Under the Purchase Agreement, on the closing date of the Transaction, NFG has agreed to pay an aggregate purchase price for all of Exploits' Newfoundland mineral claims (representing 1,984 mineral claims (49,600 ha)) excluding certain mineral claims in dispute before the Supreme Court of Newfoundland and Labrador (representing 360 mineral claims (9,000 ha)), comprised of:

  • C$7,000,000 of common shares of NFG ("NFG Shares"), being 2,821,556 NFG Shares valued on the basis of the 20-day volume weighted average trading price of the NFG Shares as of the date of the Purchase Agreement; and
  • the grant of a 1.0% net smelter returns royalty (the "Royalty") on the Bullseye and Gazeebow (North and South) claims and Exploits' claim block west of Keats West.

In addition, NFG would pay additional contingent consideration to Exploits comprised of C$1,800,000 of NFG Shares, being 725,543 NFG Shares valued on the basis of the 20-day volume weighted average trading price of the NFG Shares as of the date of the Purchase Agreement, in respect of the disputed claims in the event of a final positive legal determination in favour of Exploits.

The NFG Shares will be subject to a four month and one day resale restriction from the date of closing of the Transaction. The Royalty will contain a right and option in favour of NFG for three years to repurchase 0.5% of the Royalty for a price equal to CDN$750,000.

The Transaction requires the approval of 66.67% of the votes cast by holders of common shares of Exploits at a shareholder meeting to be called by Exploits pursuant to the Business Corporations Act (British Columbia) and the rules of the Canadian Securities Exchange (the "CSE"). In addition, the Transaction is subject to certain other customary closing conditions, including the approvals of the TSX Venture Exchange, the NYSE American and the CSE. It is anticipated that the closing of the Transaction will occur in the fourth quarter of 2025.

The Board of Directors of Exploits obtained a fairness opinion from Evans & Evans, Inc. to the effect that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by Exploits under the Purchase Agreement is fair, from a financial point of view, to Exploits. The Board of Directors has unanimously determined that the Transaction is in the best interests of Exploits and recommends that Exploits shareholders vote in favour of the Transaction. Directors, officers and certain shareholders of Exploits, such as Eric Sprott, owning approximately 15.2% of Exploits' common shares, have entered into voting and support agreements pursuant to which they have agreed to vote all the Exploits shares they own, or control, in favour of the Transaction.

Pursuant to the terms of the Purchase Agreement, Exploits is subject to customary non-solicitation covenants and has the benefit of customary fiduciary-out provisions. In the event a superior proposal is approved by Exploits, NFG has a five-business-day right to match such proposal, and under certain circumstances where Exploits' board of directors changes its recommendation or the Purchase Agreement is terminated to accept a superior proposal, Exploits has agreed to pay a termination fee of CDN$250,000 to NFG.

New Growth Platform in Ontario & Québec

Following completion of the Transaction, Exploits will focus entirely on advancing its four cornerstone gold projects in Ontario and Québec, which together host approximately 680,000 ounces of historical gold resource estimates with significant expansion potential. This estimate is considered to be a "historical estimate" under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and is not considered by Exploits to be current. See notes below for further details.

About Exploits Discovery Corp.

Exploits Discovery is a Canadian gold exploration company focused on building ounces in top-tier mining jurisdictions. Following the sale of its Newfoundland claims, Exploits' portfolio is anchored by the Hawkins Gold Project in Ontario and three advanced-stage gold projects in Québec (Fenton, Wilson, and Benoist). The Company's strategy is to advance projects with district-scale potential through systematic exploration and partnerships, creating shareholder value through discovery and resource growth.

On Behalf of the Board of Directors

/s/ "Jeff Swinoga"
President and CEO

For more information, please contact:

Shanda Kilborn
VP, Corporate Development & Investor Relations
+1 (778) 819-2708
[email protected]

Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy of this news release.

Additional Transaction Information

Further information regarding the Transaction will be included in the management information circular that Exploits will prepare, file, and mail in due course to shareholders in connection with its annual general and special meeting to be held to consider the Transaction. The Purchase Agreement will also be filed on the SEDAR+ profile of Exploits at .

National Instrument 43-101 Disclosure

Dr. Natalie Pietrzak-Renaud, P.Geo., Technical Advisor of Exploits, is a "qualified person" as defined under NI 43-101. Dr. Pietrzak-Renaud has reviewed and approved the scientific and technical information presented in this news release.

This news release includes disclosure of certain "historical estimates" as such term is defined in NI 43-101. These historical estimates include the following:

  1. a historical mineral resource estimate in respect of the Hawkins project contained in "Technical Report and Updated Mineral Resource Estimate on the Hawkins Gold Project, Derry, Hawkins, Walls, Minnipuka, Legge and Puskuta Townships, Sault Ste. Martie and Porcupine Mining Divisions, Ontario" with an effective date of September 10, 2020 and dated November 3, 2020 prepared by P&E Mining Consultants Inc. for a previous operator of the property and filed on SEDAR+ at www.sedarplus.ca. The historical mineral resource estimate disclosed inferred mineral resources of 6.2M tonnes grading gold 1.65 g/t Au for 328,800 ounces Au. The cut-off for pit constrained resources was 0.5 Au g/t and out-of-pit resource was 2.0 Au g/t, and mineral resource estimate was based on a gold price of US$1,470/oz;

  2. a historical mineral resource estimate in respect of the Benoist project prepared by Cartier Resources Inc. ("Cartier") contained in "NI 43-101 Technical Report and Mineral Resource Estimate for the Benoist Property, Québec, Canada" with an effective date of December 17, 2020 and dated January 28, 2021 prepared by InnovExplo Inc. for Cartier and filed by Cartier under its profile on SEDAR+ at . The historical mineral resource estimate disclosed the following: (a) indicated mineral resources of 1,455,400 tonnes as follows: grade Au (g/t) 2.57, grade Cu (g/t) 0.19 and grade Ag (g/t) 8.37 (or grade AuEq 2.87), representing 120,100 ounces Au, 5,974,800 pounds Cu and 391,900 ounces Ag (or 134,400 ounces AuEq); and (b) inferred mineral resources of 1,449,600 tonnes as follows: grade Au (g/t) 2.2, grade Cu (g/t) 0.06 and grade Ag (g/t) 2.51 (or AuEq (g/t) 2.3), representing 102,700 ounces Au, 1,785,900 pounds Cu and 117,200 ounces Ag (or 107,000 ounces AuEq). The historical mineral resource estimate was conducted on the basis of the reasonable prospect for eventual economic extraction being met by having: a minimum width of 2.4 m for the structures, a cut-off grade of 1.5 g/t AuEq, and constraining volumes applied to any blocks (potential underground scenario) below a 100-m crown pillar. The cut-off grade inputs are: gold price of USD1,610/oz; CAD:USD exchange rate of 1.33; mining cost of $55/t; processing cost of $22.5/t; general and administrative and environmental costs of $9.50/t; royalty of 0.5% and a refinery charge of $5/t. The AuEq formula used a silver price of USD18.30/oz and a copper price of USD2.67/lb;

  3. a historical mineral resource estimate in respect of the Fenton project disclosed by Cartier contained in an estimate prepared by M. Denis Chenard, Eng. of Datac Geo-Conseil Enrg on behalf of Boreal Exploration in 2020, which disclosed an estimate (which was not prepared in accordance with NI 43-101, nor utilizing any specific mineral resource categorization) of 426,173 tons grading 4.66 g/t Au corresponding to 63,885 oz Au, of which 23,643 oz Au were located in the first 50 m below the surface, on the basis of 73 holes drilled on the three main areas of the Fenton deposit area (which calculation was performed with a lower cut-off grade of 2.0 g/t Au and true minimum thickness of 1.0 m); and

  4. a historical mineral resource estimate in respect of the Wilson project disclosed by Cartier contained in an estimate prepared by Freewest Resources in 1994 for the Toussaint deposit, which disclosed an estimate (which was not prepared in accordance with NI 43-101, nor utilizing any specific mineral resource categorization) of 187,706 tonnes at 7.1 g/t Au.

In each case, while the Company considers the historical estimates to be reliable as each were prepared by persons with significant experience with each project using methods that were standard in the industry and relevant to an understanding of the proposed exploration activities to be conducted on each property, no qualified person of Exploits has done sufficient work to classify either historical estimate as a current mineral resource of Exploits, and Exploits is not treating any such historical estimate as a current mineral resource.

Among other things, significant data compilation, re-drilling, re-sampling and data verification may be required by a qualified person before such historical estimates can be re-classified as a current resource. There can be no assurance that any of the historical mineral resources, in whole or in part, will ever become economically viable. In addition, mineral resources are not mineral reserves and do not have demonstrated economic viability. The Company is not aware of any more recent estimates prepared for the Hawkins, Benoist, Fenton or Wilson projects by any other parties other than as disclosed. Even if any such historical estimates are re-classified as a current mineral resource by Exploits in the future, there is no certainty as to whether further exploration will result in any inferred mineral resources being upgraded to an indicated or measured mineral resource category.

Forward-Looking Statements

This news release contains certain forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Forward-looking statements in this news release include, but are not limited to statements with respect to: the anticipated benefits associated with the Transaction; the timing for the completion of the Transaction; the consideration to be received by Exploits, which may fluctuate in value due to the NFG Shares forming part of the consideration; the satisfaction of closing conditions including, without limitation (i) required Exploits shareholder approvals; (ii) termination rights available to the parties under the Purchase Agreement; (iii) stock exchange approvals; and (iv) other closing conditions, including, without limitation, compliance by Exploits and NFG with various covenants contained in the Purchase Agreement. In particular, there can be no assurance that the Transaction will be completed. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of the Company's exploration and other activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at . These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.

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FAQ

What is the total value of Exploits Discovery's (NFLDF) sale to New Found Gold?

The total transaction value is up to C$8.8 million, comprising C$7 million in NFG shares and potential additional C$1.8 million for disputed claims, plus a 1% NSR royalty.

How many mineral claims is Exploits selling to New Found Gold in September 2025?

Exploits is selling 1,984 mineral claims covering 49,600 hectares, with an additional 360 claims (9,000 ha) currently in dispute before the Supreme Court of Newfoundland and Labrador.

What royalty terms are included in the Exploits-New Found Gold deal?

The deal includes a 1% NSR royalty on the Bullseye and Gazeebow claims and Exploits' claim block west of Keats West. NFG has a 3-year option to buy back 0.5% of the royalty for C$750,000.

How many historical gold ounces does Exploits control in Ontario and Québec?

Exploits controls four cornerstone projects with approximately 680,000 ounces of historical gold resources across its properties in Ontario (Hawkins) and Québec (Fenton, Wilson, and Benoist).

When will the Exploits-New Found Gold transaction close?

The transaction is expected to close in the fourth quarter of 2025, subject to receiving 66.67% shareholder approval and regulatory approvals from TSX Venture Exchange, NYSE American, and CSE.
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