Walker Lane Resources Ltd. Announces Closing of Private Placement

Walker Lane Resources Ltd. Announces Closing of Private Placement

Walker Lane Resources Ltd. (TSX - V: WLR) (F r ankfurt:6YL ) ("WLR" o r t h e " Comp a ny") is pleased to announce, further to its news releases of June 10, 2025, that it has received TSX Venture Exchange approval to close the non-brokered private placement (the " Private Placement "). On July 23, 2025, the Company issued 2,508,335 non-flow through Units (each a " NFT Unit ") at a price of $0.12 per NFT Unit, for gross proceeds of $301,000, and 607,143 flow-through Units (each a " FT Unit ") at a price of $0.14 per FT Unit, for gross proceeds of $85,000, for aggregate gross proceeds of $386,000. Each NFT Unit is composed of one common share and one common share purchase warrant (each whole warrant, a " NFT Warrant "). Each FT Unit is composed of one common share and one common share purchase warrant (each whole warrant, a " FT Warrant "), each NFT Warrant and each FT Warrant are exercisable for two (2) years at $0.16 per common share.

An insider of the Company subscribed for an aggregate of 1,178,571 Units, composed of 750,000 NFT Units and 428,571 FT Units. Such participation was considered to be a "related party transaction" as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (" MI 61-101 "). The Company relied on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the Offering, as the securities do not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

The Company intends to use the proceeds from the sale of FT Units to incur "Canadian exploration expenses" and "flow through mining expenditures" as these terms are defined in the Income Tax Act (Canada) and, in particular, the Company's exploration program at its Amy and Silver Hart Properties in the Rancheria Silver District, (Yukon/British Columbia), and potentially limited activities at Logjam (Yukon). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Units. The Company intends to use the net proceeds from the sale of NFT units for its properties in Nevada including Tule Canyon, Cambridge and Silver Mountain and for general working capital. The FT and NFT Units issued under the financing are subject to a four-month hold.

A bout Walker Lane Resources Ltd.

Walker Lane Resources Ltd. is a growth-stage exploration company focused on the exploration of high-grade gold, silver and polymetallic deposits in the Walker Lane Gold Trend District in Nevada and the Rancheria Silver District in Yukon/B.C. and other property assets in Yukon. The Company intends to initiate exploration programs to advance the drill-ready Tule Canyon (Walker Lane, Nevada) and Amy (Rancheria Silver, B.C.) projects to resource definition stage through proposed drilling campaigns that the Company desires to undertake in the near future.

The company intends to conduct early stage exploration efforts on its Cambridge and Silver Mountain Properties in the Walker Lane Area, Nevada, evaluate its Silver Hart/Blue Heaven property for medium term development, and advancing exploration on its Logjam property in Yukon.

On behalf of the Board:
"Kevin Brewer"
Kevin Brewer, President, CEO and Director
Walker Lane Resources Ltd.

For Further Information and Investor Inquiries:

Kevin Brewer, P. Geo., MBA, B.Sc. (Hons), Dip. Mine Eng.
President, CEO and Director
Tel: (709) 327 8013
kbrewer80@hotmail.com
Telephone (604) 602-0001
www.walkerlaneresources.com

Suite 1600-409 Granville St.,
Vancouver, BC, V6C 1T2

Ne i t h er t h e TS X Ven t ure Exc h a n ge n o r its Reg u l a ti o n S ervices Prov i der (as t h at term is de fi ned in t h e p o li c ies of the T SX Vent u re Excha n ge) accepts re s ponsi b ility f or t he ade q u acy or accuracy of this release.

Cautionary and Forward-Looking Statements

This press release and related figures, contain certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as forward-looking statements). These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plans", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "should", "believe" "targeted", "can", "anticipates", "intends", "likely", "should", "could" or grammatical variations thereof and similar expressions is intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These statements speak only as of the date of this presentation. These forward-looking statements include, but are not limited to, statements concerning: our strategy and priorities including certain statements included in this presentation are forward-looking statements within the meaning of Canadian securities laws, including statements regarding the Tule Canyon, Cambridge, Silver Mountain, and Shamrock Properties in Nevada (USA), and its Silverknife and Amy properties in British Columbia, the Silver Hart, Blue Heaven and Logjam properties in Yukon all of which now comprise the mineral property assets of WLR. WLR has assumed other assets of CMC Metals Ltd. including common share holdings of North Bay Resources Inc. and all conditions and agreements pertaining to the sale of the Bishop mill gold processing facility and remains subject to the condition of the option of the Silverknife Property with Coeur Silvertip Holdings Ltd. These forward-looking statements reflect the Company's current beliefs and are based on information currently available to the Company and assumptions the Company believes are reasonable. The Company has made various assumptions, including, among others, that: the historical information related to the Company's properties is reliable; the Company's operations are not disrupted or delayed by unusual geological or technical problems; the Company has the ability to explore the Company's properties; the Company will be able to raise any necessary additional capital on reasonable terms to execute its business plan; the Company's current corporate activities will proceed as expected; general business and economic conditions will not change in a material adverse manner; and budgeted costs and expenditures are and will continue to be accurate. Actual results and developments may differ materially from results and developments discussed in the forward looking statements as they are subject to a number of significant risks and uncertainties, including: public health threats; fluctuations in metals prices, price of consumed commodities and currency markets; future profitability of mining operations; access to personnel; results of exploration and development activities, accuracy of technical information; risks related to ownership of properties; risks related to mining operations; risks related to mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently anticipated; the interpretation of drilling results and other geological data; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; changes in operating expenses; changes in general market and industry conditions; changes in legal or regulatory requirements; other risk factors set out in this presentation; and other risk factors set out in the Company's public disclosure documents. Although the Company has attempted to identify significant risks and uncertainties that could cause actual results to differ materially, there may be other risks that cause results not to be as anticipated, estimated or intended. Certain of these risks and uncertainties are beyond the Company's control. Consequently, all of the forward-looking statements are qualified by these cautionary statements, and there can be no assurances that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences or benefits to, or effect on, the Company. The information contained in this presentation is derived from management of the Company and otherwise from publicly available information and does not purport to contain all of the information that an investor may desire to have in evaluating the Company. The information has not been independently verified, may prove to be imprecise, and is subject to material updating, revision and further amendment. While management is not aware of any misstatements regarding any industry data presented herein, no representation or warranty, express or implied, is made or given by or on behalf of the Company as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted by any person for such information or opinions. The forward-looking statements and information in this presentation speak only as of the date of this presentation and the Company assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law. Although the Company believes that the expectations reflected in the forward-looking statements and information are reasonable, there can be no assurance that such expectations will prove to be correct. Because of the risks, uncertainties and assumptions contained herein, prospective investors should not read forward-looking information as guarantees of future performance or results and should not place undue reliance on forward looking information. Nothing in this presentation is, or should be relied upon as, a promise or representation as to the future. To the extent any forward-looking statement in this presentation constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out above. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue and expenses. The Company's financial projections were not prepared with a view toward compliance with published guidelines of International Financial Reporting Standards and have not been examined, reviewed or compiled by the Company's accountants or auditors. The Company's financial projections represent management's estimates as of the dates indicated thereon.


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Advancing high-grade gold and silver assets in prolific Nevada and British Columbia

Walker Lane Resources Ltd. Receives Positive Results from Airborne Geophysical Surveys and Geological Mapping Completed by Coeur on the Silverknife Property, BC and also are Clarifying Details Related to their recent Nevada Transactions

Walker Lane Resources Ltd. Receives Positive Results from Airborne Geophysical Surveys and Geological Mapping Completed by Coeur on the Silverknife Property, BC and also are Clarifying Details Related to their recent Nevada Transactions

Walker Lane Resources Ltd. (TSX-V:WLR, FRA: 6YL) (the "Company" or "Walker Lane") is pleased to announce that is has received results from Coeur Silvertip Holdings Ltd. ("Coeur") on field geophysical and geological studies completed in late 2024 on the Silverknife Property, British Columbia. Coeur contracted Expert Geophysics Limited ("Expert") and Precision Geophysics ("Precision") to complete the airborne geophysical surveys, and 39627 Yukon Inc. to complete geological mapping of the Silverknife Property and an initial geochemical survey of the northern portion of the property.

This work was completed by Coeur as a part of the option agreement for the Silverknife Property with Walker Lane. The four-year option agreement provides for $3.55 million in work expenditures and $500,000 in property payments by Coeur to earn a 75% interest in the Silverknife Property which is immediately adjacent to Coeur's Silvertip Mine claims.

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Each Unit will consist of one common share of the Company (each, a " Unit Share ") and one full Warrant. Each whole Warrant will entitle the holder thereof to acquire one non-flow-through common share of the Company (each, a " Warrant Share ") at a price of C$0.16 per Warrant Share for a period of 24 months from the closing date of the Offering. The proposed closing date of the Offering is on or before

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Walker Lane Resources Ltd. (TSX-V: WLR, "Walker Lane") announces that it has received approval from the TSX Venture Exchange on its option agreements on three mineral properties (i.e., Tule Canyon, Cambridge and Silver Mountain see location map Figure 1) located in the prolific Walker Lane Gold Trend of western Nevada.

The original property agreements in the form of letters of intent ("LOI"), were signed with CMC Metals Ltd. now operating as Walker Lane Resources Ltd. and trading under the symbol "WLR" on the TSX Venture Exchange. The LOI's were restated on May 12, 2025 by WLR, Silver Range Resources and in the instance of the Cambridge Property LOI also including Auburn Mining and supersede the previous agreements of March 8, 2025 for Tule canyon LOI and March 10, 2025 for the Cambridge and Silver Mountain LOI's. The parties intend for the May 12, 2025 Restated Letters of Intent to be replaced by Definitive Agreements formalizing the option arrangements on or before June 30, 2025, with the effective date of such Definitive Agreements being the date of the respective LOI.

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New Found Gold and Maritime Enter into Definitive Agreement to Combine; Combination Creates an Emerging Canadian Gold Producer

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)

New Found Gold Corp . (TSXV: NFG) (NYSE-A: NFGC) (" New Found Gold ") and Maritime Resources Corp. (TSXV: MAE,OTC:MRTMD) (" Maritime " and collectively with New Found Gold, the " Companies ") are pleased to announce that the Companies have entered into a definitive agreement (the " Arrangement 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 (the " Transaction ") by way of a plan of arrangement (the " Arrangement ").

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New Found Gold and Maritime Enter into Definitive Agreement to Combine; Combination Creates an Emerging Canadian Gold Producer

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)

New Found Gold Corp. (TSXV: NFG) (NYSE American: NFGC) ("New Found Gold") and Maritime Resources Corp. (TSXV: MAE,OTC:MRTMD) ("Maritime" and collectively with New Found Gold, the "Companies") are pleased to announce that the Companies have entered into a definitive agreement (the "Arrangement 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 (the "Transaction") by way of a plan of arrangement (the "Arrangement").

New Found Gold and Maritime will host a joint conference call and webcast to discuss the Transaction commencing at 10 am Eastern Time on Friday, September 5, 2025. Details for the conference call and webcast are included at the end of this news release.

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 Gold's Queensway Gold Project ("Queensway" or the "Project") and Maritime's Hammerdown Gold Project ("Hammerdown") are located in central Newfoundland, Canada. New Found Gold delivered a positive preliminary economic assessment ("PEA") for Queensway in July 2025 and is targeting Phase I production from a low capital-intensive high-grade core in 20271. Hammerdown, located 180 kilometres ("km") northwest of Queensway, is targeted to ramp up to full production in early 2026. The combined entity is expected to create significant operational synergies through available infrastructure, including the Pine Cove Mill ("Pine Cove") and the Nugget Pond Hydrometallurgical Gold Plant ("Nugget Pond HGP"), and anticipated cash flow from Hammerdown once in full production to support Queensway's development (Figure 1).

Keith Boyle, CEO and Director of New Found Gold stated: "From day one, the focus of our new board and management team has been to rapidly advance to cash flow and transform New Found Gold from an exploration company to a gold producer. This acquisition positions New Found Gold as an emerging producer with gold production expected to commence next year. The synergies obtained by this combination derisks Queensway, providing access to a milling facility and near-term cash flow to support Phase I development, setting the stage for Queensway to commence production in 2027. We look forward to the successful completion of this transaction and providing production guidance in due course."

Garrett Macdonald, President, CEO and Director of Maritime stated: "This transaction provides Maritime shareholders with a near-term premium offer and a longer-term opportunity to be part of a much larger Canadian gold story. Bringing the two company's assets together will unlock operational synergies, generating cash flow by utilizing both Maritime gold plants to fund future growth at Hammerdown, Queensway, and aggressive exploration across all land holdings. This transaction recognizes the significant efforts of Maritime's team to bring Hammerdown online and provides an excellent outcome for Maritime shareholders."

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 New Found Gold common share (each whole share, a "New Found Gold Share") in exchange for each Maritime Share (the "Exchange Ratio") 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 $292 million on a fully-diluted in-the-money basis.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/4548/265240_cf47af11641798fc_001.jpg

Figure 1. Queensway, Hammerdown, Pine Cove and Nugget Pond HGP location map

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/4548/265240_cf47af11641798fc_001full.jpg

Strategic Rationale for New Found Gold

  • 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 at Pine Cove; the 2022 Feasibility Study for Hammerdown highlights 50,000 ounces ("oz") of annual gold production at an all-in sustaining cost ("AISC")2 of US$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, including Pine 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.

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 on July 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 central Newfoundland, 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 and U.S. exchanges).

About Hammerdown

Hammerdown is a 100% Maritime-owned high grade, open pit gold project located in the Baie Verte District of central Newfoundland, approximately 5 km southwest of the town of King's Point and 15 km northwest of the town of Springdale in Newfoundland and Labrador, Canada. Hammerdown is a former underground mine operated by Richmont Mines Inc. from 2000 to 2004, averaging 15.7 grams of gold per tonne ("g/t Au") and producing 143,000 oz of gold at a cut off grade of 8.2 g/t Au. Hammerdown contains proven and probable mineral reserves of 1.9 Mt at a grade of 4.46 g/t Au, for 272,000 oz contained gold. In 2022, Maritime released a feasibility study for Hammerdown, highlighting 50,000 oz of annual production, a $251M net present value ("NPV") at a base case US$2,500 per ounce of gold ("oz Au") and an AISC of US$912/oz Au. In 2023, Maritime purchased the Point Rousse project for $4M, which included Pine Cove, which is expected to provide significant capital cost and time savings for the development of Hammerdown. Additional detail regarding Hammerdown is provided below. Hammerdown and Pine Cove are fully permitted, with feed from Hammerdown being processed at Pine Cove starting in the fall of 2025, and the objective of ramping up to full production in early 2026.

About Queensway

New Found Gold's 100% owned Queensway is located in Newfoundland and Labrador, Canada. approximately 15 km west of Gander and nearby the town of Appleton.

New Found Gold has completed an initial mineral resource estimate ("MRE") and PEA at Queensway (see New Found Gold news releases dated March 24, 2025 and July 21, 2025). Highlights of the PEA include:

  • 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 of US$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 of US$1,090/oz Au in Years 5 to 9, paid back in less than one year.
  • 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 to US$3,300/oz Au from base case of US$2,500/oz Au.
  • Total production: 1.5 Moz Au over a 15-year life of mine ("LOM") at an average total cash cost of US$1,085/oz Au and an AISC of US$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 New Found Gold's profile.

Transaction Summary

Under the terms of the Transaction, New Found Gold will acquire all the issued and outstanding Maritime Shares and Maritime shareholders will receive 0.75 of a New Found Gold Share for each existing Maritime Share held. All outstanding Maritime stock options will be canceled and exchanged for New Found Gold options exercisable for New Found Gold Shares and all outstanding Maritime warrants will become exercisable for New Found Gold Shares, with the number of New Found Gold Shares issuable on exercise and the exercise price adjusted in accordance with the Exchange Ratio.

The Transaction will be carried out by way of a court-approved Arrangement under the Business Corporations Act (British Columbia) and a resolution to approve the Transaction will be submitted to Maritime shareholders and holders of Maritime stock options at an annual general and special meeting of shareholders expected to be held in late October 2025 (the "Special Meeting"). The Transaction will require approval by (i) 66 2/3% of the votes cast by Maritime shareholders, (ii) 66 2/3% of the votes cast by Maritime shareholders and holders of options voting together as a single class, and (iii) if required, a simple majority that excludes those not entitled to vote in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Each of the directors and senior officers of Maritime, Dundee Resources Limited, Eric Sprott and SCP Resource Partners representing in aggregate approximately 49% of the issued and outstanding Maritime Shares, have entered into voting and support agreements with New Found Gold and have agreed to vote in favour of the Transaction at the Special Meeting in accordance with those agreements. New Found Gold shareholder approval is not required.

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 September 4, 2025, includes representations, warranties, covenants, indemnities, termination rights and other provisions customary for a transaction of this nature. In particular, the Arrangement Agreement provides for customary deal protections, including a non-solicitation covenant on the part of Maritime, subject to customary "fiduciary out" rights, and a right for New Found Gold to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$13 million, payable by Maritime, under certain circumstances (including if the Arrangement Agreement is terminated in connection with Maritime pursuing a Superior Proposal). The Arrangement Agreement also includes reciprocal expense reimbursement obligations requiring a payment of C$2 million if the agreement is terminated because of a breach or if the Maritime shareholders do not approve the Transaction.

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 New Found Gold board.

SCP Resource Finance and Canaccord Genuity Corp. have each provided an opinion to the Maritime Board, stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Maritime shareholders pursuant to the Transaction is fair, from a financial point of view, to Maritime shareholders.

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by New Found Gold and Maritime under their respective profiles on SEDAR+ at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Maritime Board and how Maritime shareholders can participate in and vote at the Special Meeting to be held to consider the Transaction will be provided in the management information circular for the Special Meeting which will also be filed at www.sedarplus.ca. Maritime shareholders are urged to read these and other relevant materials when they become available.

Advisors and Counsel

BMO Capital Markets is acting as financial advisor to New Found Gold and has also provided New Found Gold with a fairness opinion in connection with the Transaction. Blake, Cassels & Graydon LLP is acting as legal counsel to New Found Gold.

SCP Resource Finance is acting as financial advisor to Maritime in connection with the Transaction. Osler, Hoskin & Harcourt LLP is acting as legal counsel to Maritime. The Maritime Board engaged Canaccord Genuity Corp. to provide an independent fairness opinion in respect of the Transaction. Paradigm Capital Inc. acted as special advisor to the Maritime Board.

Conference Call

New Found Gold and Maritime will host a conference call to discuss the Transaction on Friday, September 5, 2025, at 7AM PT / 10 AM ET. Participants may join the conference call via webcast or through the following dial-in numbers.

A replay of the conference call and webcast will be posted on the New Found Gold website at www.newfoundgold.ca and the Maritime website at www.maritimegold.com when available.

Technical Report and Qualified Person

Keith Boyle, P.Eng., Chief Executive Officer of New Found Gold, a Qualified Person as defined in National Instrument 43-101, has approved the scientific and technical information related to New Found Gold contained in this news release.

Garrett Macdonald, P.Eng., President, Chief Executive Officer, and Director of Maritime, a Qualified Person as defined in National Instrument 43-101, has approved the scientific and technical information related to Maritime contained in this news release.

The disclosure regarding the Hammerdown Proven and Probable mineral reserves contained in this news release is supported by Maritime's technical report titled "Feasibility Study Technical Report Hammerdown Gold Project" dated effective August 15, 2022, with a report date of October 6, 2022 prepared by JDS Energy & Mining Inc. (the "Hammerdown Technical Report"). Keith Boyle, P.Eng., Chief Executive Officer of New Found Gold and a Qualified Person as defined in National Instrument 43-101 has reviewed the Hammerdown Technical Report on behalf of New Found Gold and to the best of New Found Gold's knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of the Hammerdown Proven and Probable mineral reserves inaccurate or misleading.

About New Found Gold Corp.

New Found Gold is a well-financed advanced-stage exploration company that holds a 100% interest in Queensway, located in Newfoundland and Labrador, a Tier 1 jurisdiction with excellent infrastructure and a skilled local workforce.

New Found Gold has completed an initial MRE and PEA at Queensway (for additional information see New Found Gold news releases dated March 24, 2025 and July 21, 2025 on the Company's website at https://newfoundgold.ca/news-releases).

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.

New Found Gold has a new management team in place, a solid shareholder base, which includes an approximately 23.1% holding by Eric Sprott, and is focused on growth and value creation at Queensway.

About Maritime Resources Corp.

Maritime is a gold exploration and development company focused on advancing Hammerdown in the Baie Verte District of Newfoundland and Labrador, a Tier 1 jurisdiction. Maritime holds a 100% interest directly and subject to option agreements entitling it to earn 100% ownership in the Green Bay Property, which includes the former Hammerdown gold mine and the Orion gold project. Maritime controls over 439 km2 of exploration land including the Green Bay, Whisker Valley, Gull Ridge and Point Rousse projects. Mineral processing assets owned by Maritime in the Baie Verte mining district include the Pine Cove mill and the Nugget Pond HGP gold circuit.

Contact

For further information on New Found Gold, please visit New Found Gold's website and contact us through our investor inquiry form or contact:

Fiona Childe, Ph.D., P.Geo.
Vice President, Communications and Corporate Development
Phone: +1 (416) 910-4653
Email: contact@newfoundgold.ca

For further information on Maritime, please visit Maritime's website and contact us through our investor inquiry form or contact:

Garett Macdonald, MBA, P.Eng.
President and CEO
Phone: +1 (416) 365-5321
Email: info@maritimegold.com

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 World Gold Council ("WGC"). The WGC is a market development organization for the gold industry and is an association whose membership comprises leading gold mining companies. Although the WGC is not a mining industry regulatory organization, it worked closely with its member companies to develop these metrics. Adoption of the all-in sustaining cost metric is voluntary and not necessarily standard, and therefore, this measure presented by the Companies may not be comparable to similar measures presented by other issuers. The Companies believes that the all-in sustaining cost measure complements existing measures and ratios reported by the Companies.

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 Project are included in the "Feasibility Study Technical Report, Hammerdown Gold Project, Newfoundland" prepared by JDS Energy & Mining Inc., with an effective date of August 15, 2022.

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. $0.77 US$/C$ exchange rate.

Operating and Capital Costs

Capital costs have a basis of estimate at Class 3 (FEL3) with a stated -15%/+30% accuracy (after the Association for the Advancement of Cost Engineering International) and are stated in Q2 2022 Canadian dollars.

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 $75.0M and net LOM sustaining capital cost is estimated at $4.9M, net of closure costs and salvage values for major equipment, for a total capital cost of $80.0M.

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 $4.31/t moved with a strip ratio of 20.3 (waste:ore) over the LOM.

Processing and tailings storage related costs are estimated at $48.06/t processed. General and administration costs are estimated at $12.04/t processed. Diesel costs are estimated at $1.53 per litre and power at $0.085 per kWh (net charge for generated power).

Overall LOM Cash Costs are estimated at US$897 per payable ounce of gold. The LOM All-In Sustaining Costs are estimated at US$912 per payable ounce of gold.

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 (US$1,750 per ounce Au and a $0.77 US$/C$ exchange rate), the Project generates an after-tax NPV5% of $102.8M and an after-tax IRR of 48.1%. Payback on initial capital is 1.7 years. LOM after-tax FCF is estimated at $129.7M on an undiscounted basis. Average after-tax FCF while mining Hammerdown is estimated at $41.4M per annum.

Gold Price Sensitivity

Gold price (US$/oz) Units $1,600 $1,750 $1,900
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 US$1,800 per ounce. Mineral Resources are inclusive of Mineral Reserves reported in this document. The updated MRE for the Hammerdown deposit is based on 595 surface diamond drill holes and 192 underground diamond drill holes for a total of 72,808 metres of drilling and 80 trenches and channels for a total of 266 m of sampling. The MRE for the satellite Orion deposit, located 2.3 km southwest of the Hammerdown deposit, remains unchanged.

Mineral Resource Estimate - Hammerdown, June 30, 2022


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 Pierre Landry, P.Geo., of SLR Consulting (Canada) Ltd. (SLR), an independent qualified person ("QP"), as defined by NI 43-101.
  2. Effective date: June 30, 2022. All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101.
  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 US$1,800 per ounce, and a US$/C$ exchange rate of 0.75.
  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 Resources may be materially affected by environmental, permitting, legal, marketing, and other relevant issues.

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 Hammerdown Project. Proven and Probable Mineral Reserves amount to 1.895 million tonnes at 4.45 g/t Au, containing 272,000 gold ounces. The Mineral Reserve estimate is based on the economic assumptions in Note 3 below.

Mineral Reserve Estimate - Hammerdown, August 15, 2022


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 Tysen Hantelmann of JDS Energy & Mining ("JDS"), an independent QP as defined by NI 43-101.
  2. Effective date; August 15, 2022. All Mineral Reserves have been estimated in accordance with CIM definitions required under NI 43-101.
  3. Mineral Reserves are estimated at a gold cut-off of 0.73 g/t for Veins and 1.06 g/t for Wisteria Zone based on: gold price of US$1,650/oz; exchange rate of $0.77 US$:C$; combined transport, treatment, payables and royalties of US$25/oz; an overall metallurgical recovery (including ore sorting) of 90.25% for Veins and 85.5% for Wisteria; and an overall processing operating cost of C$45/t ore mined for Veins and C$62/t ore mined for Wisteria.
  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 Pine Cove and the timing thereof; results of the Queensway PEA and interpretation of such results; the Special Meeting and the anticipated timing thereof; the satisfaction of closing conditions, including receipt of customary stock exchange approvals; the delisting of the Maritime Shares on the TSXV and the anticipated timing thereof; the composition of the New Found Gold board following completion of the Arrangement; the assessment of the merits of the Transaction; the timing of the filing of the management information circular for the Special Meeting on SEDAR+ and future conference calls and press releases by each of the Companies. Although the Companies believe that such statements are reasonable, they can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "interpreted", "intends", "estimates", "projects", "aims", "suggests", "indicate", "often", "target", "future", "likely", "encouraging", "pending", "potential", "goal", "objective", "opportunity", "prospective", "possibly", "preliminary", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Companies caution that forward-looking statements are based on the beliefs, estimates and opinions of the Companies' management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSXV, the Companies undertake no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include: the risk that the Transaction will not be approved by the Maritime Shareholders; the failure to, in a timely manner, or at all, obtain the required court approval for the Transaction, the failure of the Companies to otherwise satisfy the requisite conditions to complete the Transaction, the possibility that the Arrangement Agreement may be terminated by one or both of the Companies; the effect of the announcement of the Transaction on each of the Companies' strategic relationships, operating results and business generally; significant transaction costs or unknown liabilities; the risk of litigation that could prevent or hinder the completion of the Transaction; other customary risks associated with transactions of this nature; assumptions in respect of current and future market conditions; risks associated with the Companies' ability to complete their planned studies and programs and the results and timing thereof; possible accidents and other risks associated with mineral exploration operations; the risk that the Companies will encounter unanticipated geological factors; risks associated with the interpretation of exploration, drilling and assay results; the possibility that the Companies may not be able to secure permitting and other governmental clearances necessary to carry out the stated exploration plans; the risk that the Companies will not be able to raise sufficient funds to carry out their business plans; and the risk of political uncertainties and regulatory or legal changes that might interfere with the Companies' business and prospects. The reader is urged to refer to New Found Gold's Annual Information Form and each of the Companies' Management's discussion and Analysis, all of which are made publicly available through the respective Companies' profiles on the Canadian Securities Administrators' System for Electronic Data Analysis and Retrieval + (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.

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