SEC Form SUPPL filed by New Found Gold Corp

Filed Pursuant to General

Instruction II.L. of Form F-10

File No. 333-287547

PRELIMINARY PROSPECTUS SUPPLEMENT

to the Short Form Base Shelf Prospectus dated May 23, 2025

NEW FOUND GOLD CORP.

$●

● Flow-Through Shares

This prospectus supplement (“Prospectus Supplement”) of New Found Gold Corp. (the “Company” or “New Found”, “we” or “our”), together with the short form base shelf prospectus dated May 23, 2025 (the “Prospectus”), qualifies the distribution (the “Offering”) of ● common shares of the Company (the “Offered Shares”) to be issued as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) at a price of $● per Offered Share (the “Offering Price”). The Offering is being made pursuant to the terms and conditions of an underwriting agreement dated May ●, 2025 (the “Underwriting Agreement”) between the Company, BMO Nesbitt Burns Inc. (“BMO”), SCP Resource Finance LP (together with BMO, the “Lead Underwriters”), as co-lead underwriters and joint book-runners, and ● (collectively with the Lead Underwriters, the “Underwriters”). The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriters with reference to the prevailing market price of the common shares of the Company (the “Common Shares”) and other factors. The Offering is being made concurrently in each of the provinces and territories of Canada, except for Quebec and Nunavut, under the terms of this Prospectus Supplement and the Prospectus. See “Plan of Distribution”.

The Company will incur sufficient Canadian exploration expense (“CEE”) as defined in subsection 66.1(6) of the Tax Act which will qualify as “flow-through mining expenditures” (“FTME”) as defined in subsection 127(9) of the Tax Act, on or before December 31, 2026 so as to enable the Company to renounce, on or before December 31, 2025, in favour of the purchasers of the Offered Shares, an amount of CEE, which also qualifies as FTME, equal to the gross proceeds raised from the issuance of Offered Shares (the “Flow-Through Funds”). See “Renunciation of CEE” and “Certain Canadian Federal Income Tax Considerations”.

The Company understands that the initial purchasers of the Offered Shares may subsequently choose to (i) donate such Offered Shares to registered charitable organizations, who may in turn choose to sell such Offered Shares to purchasers arranged by the Underwriters at a price of $● per Secondary Share (the “Re-Offer Price”); or (ii) sell such Offered Shares to purchasers arranged by the Underwriters at the Re-Offer Price ((i) and (ii) together, the “Secondary Shares” and the “Re-Offering”). The Company will not be a party to any such arrangements. This Prospectus Supplement qualifies the initial issuance of the Offered Shares as well as the distribution of the Secondary Shares. The Secondary Shares may be offered for sale in the United States, through the Underwriters either directly or through their respective U.S. broker-dealer affiliates or agents.

Price $● per Offered Share

Notes:

The following table sets out the maximum number of Over-Allotment Shares that may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option granted to the Underwriters:

Unless the context otherwise requires, all references to the “Offering” and “Offered Shares” herein includes the Secondary Shares and all Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to approval of certain legal matters on behalf of the Company by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, with respect to United States legal matters and on behalf of the Underwriters by Borden Ladner Gervais LLP, with respect to Canadian legal matters, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to United States legal matters. Notwithstanding the foregoing, the Underwriters will endeavour to arrange for substituted purchasers (collectively, the “Substituted Purchasers”) of the Offered Shares, with the effect that such Substituted Purchasers will be the initial purchasers of such Offered Shares. To the extent that Substituted Purchasers purchase the Offered Shares, the Underwriters shall not be obligated to purchase the Offered Shares so purchased by such Substituted Purchasers.

The outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “NFG” and on the NYSE American, LLC (the “NYSE American”) under the symbol “NFGC”. On May 26, 2025, being the last complete trading day prior to the date hereof, the closing price of the Common Shares on the TSXV and NYSE American was $1.80 and US$1.36, respectively.

The Offering is being made concurrently in Canada under the terms of this Prospectus Supplement and in the United States under the terms of the Company’s registration statement (the “U.S. Registration Statement”) on Form F-10 (File No. 333-287547) filed with the United States Securities and Exchange Commission (the “SEC”) of which this Prospectus Supplement forms a part. New Found is permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with the disclosure requirements of Canada which are different from those of the United States. Financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, as a result, such financial statements may not be comparable to financial statements of United States companies.

Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States or who are resident in Canada may not be described fully herein. Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian or United States federal income tax laws to their particular circumstances, as well as any other provincial, state, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares and related securities. See “Certain Canadian Federal Income Tax Considerations” and “Material United States Federal Income Tax Considerations for U.S. Holders”.

Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely because New Found is incorporated in British Columbia, Canada, the majority of its officers and directors and some or all of the experts named in this Prospectus Supplement and the Prospectus are Canadian residents, and all of its assets are located outside of the United States. See “Enforceability of Civil Liabilities”.

NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Offered Shares sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price specified on the cover page, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price set forth on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company. See “Plan of Distribution”.

It is expected that the completion of the sale of the Offered Shares pursuant to the Offering will take place in two tranches on or about ●, 2025 (the “First Tranche Closing Date”) and on or about ●, 2025 (the “Second Tranche Closing Date”) or on such other dates as may be agreed upon by the Company and the Underwriters (collectively, the “Closing Dates”). The Offered Shares are expected to be issued in registered or electronic form with CDS Clearing and Depository Services Inc. (“CDS”) on the applicable Closing Date. Purchasers will only receive a customary confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS participant. See “Plan of Distribution”-

Subsequent to the Offering, the Company also intends to complete a non-brokered private placement of up to ● non-flow-through Common Shares (the “HD Shares”) at the Offering Price, for gross proceeds of up to ● (the “Private Placement”). As part of the Private Placement, the Company expects to issue such number of HD Shares that results in Mr. Sprott holding approximately ●% ownership interest of the issued and outstanding Common Shares. Following the closing of the Private Placement, the Company expects that Mr. Sprott will become a new “Control Person” (as defined in the policies of the TSXV) and, therefore, the Company intends to obtain disinterested shareholder approval in accordance with the TSXV policies prior to the closing of the Private Placement. The closing of the Private Placement is not a condition of closing the Offering. No commission is payable to the Underwriters in connection with the Private Placement. See “Plan of Distribution – Private Placement”.

An investment in the Offered Shares is highly speculative and involves significant risks that you should consider before purchasing such Offered Shares. You should carefully review the “Risk Factors” section of this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein as well as the information under the heading “Cautionary Note Regarding Forward-Looking Statements”.

The head office of New Found is located at 1055 West Georgia Street, Suite 2129, Vancouver, British Columbia V6E 3P3, Canada. The registered and records office of New Found is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Canada.

All references in this Prospectus Supplement to “dollars”, “C$” or “$” are to Canadian dollars, unless otherwise stated. References to “US$” or “U.S. $” are to United States dollars.

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Prospectus. Neither the Company nor the Underwriters have authorized anyone to provide prospective investors with different or additional information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus Supplement or the Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares. Neither the Company nor the Underwriters are making an offer to sell or seeking an offer to buy the Offered Shares in any jurisdiction where such offer is not permitted. A prospective investor should assume that the information appearing in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus Supplement.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

PROSPECTUS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Shares being offered and also adds to and updates information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Offered Shares being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

We have also filed this Prospectus Supplement to the Prospectus with the securities regulatory authorities in each of the provinces and territories of Canada. You should read this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein. The securities qualified under this Prospectus Supplement may be offered and sold in each of the provinces and territories of Canada, except Quebec and Nunavut, subject to any applicable securities laws.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus. The Company and the Underwriters have not authorized anyone to provide investors with different or additional information. Neither the Company nor the Underwriters are making an offer to sell or seeking an offer to buy the Offered Shares in any jurisdiction where such offer or sale is not permitted. An investor should assume that the information appearing in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Company’s business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information, and it does not make any representation as to the accuracy of such information.

The Company’s annual financial statements that are incorporated by reference into this Prospectus Supplement and the Prospectus have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board and are audited in accordance with the standards of the Public Company Accounting Oversight Board. This Prospectus Supplement and the Prospectus are part of the Company’s U.S. Registration Statement. Certain information from the Prospectus Supplement and the Prospectus has been omitted from the U.S. Registration Statement in accordance with the rules and regulations of the SEC. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to the Company and the Offered Shares.

Unless otherwise indicated, all information in this Prospectus Supplement assumes no exercise of the Over-Allotment Option.

In this Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “New Found” or the “Company”, refer to New Found Gold Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein concerning the business, operations and financial performance and condition of New Found constitutes forward-looking information and forward-looking statements within the meaning of applicable Canadian and U.S. legislation.

Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this Prospectus Supplement, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), business prospects, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Prospectus Supplement and the Prospectus.

Forward-looking statements included or incorporated by reference in this Prospectus Supplement and the Prospectus include, without limitation:

These forward-looking statements involve numerous risks and uncertainties and other factors which may cause the actual results, performance or achievements of New Found to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Important factors that may cause actual results to vary include without limitation:

as well as those factors referred to in the “Risk Factors” section of the Prospectus, this Prospectus Supplement, and in the documents incorporated by reference, including the 2024 AIF (as defined herein).

In making the forward-looking statements in this Prospectus Supplement and the Prospectus, New Found has applied several material assumptions, including without limitation, the assumptions that:

Certain of the risks and assumptions are described in more detail under the heading “Risk Factors” in this Prospectus Supplement and the Prospectus and in the 2024 AIF under New Found’s profile on the SEDAR+ website at www.sedarplus.ca and on the SEC’s Electronic Data Gathering and Retrieval System (“EDGAR”) at www.sec.gov.

The forward-looking statements contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein are based on the beliefs, expectations and opinions of management as of the date hereof. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers and investors should not place undue reliance on forward-looking statements. New Found does not intend to update forward-looking statements, except as required by law.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement, including the documents incorporated by reference herein, in accordance with the requirements of Canadian securities law, which differ from the requirements of United States securities laws. Financial statements included or incorporated by reference herein have been prepared in accordance with IFRS and thus may not be comparable to financial statements of United States companies.

Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimates included in this Prospectus Supplement, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this Prospectus Supplement is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

CURRENCY AND EXCHANGE RATE INFORMATION

Except as otherwise noted in our AIF and our financial statements and related management’s discussion and analysis of financial condition and results of operations that are incorporated by reference into this Prospectus Supplement and the accompanying Prospectus, the financial information contained in such documents is expressed in Canadian dollars. Exchange rates between U.S. dollars and the Canadian dollar are included below.

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Prospectus Supplement and the accompanying Prospectus refer to Canadian dollars. References to “US$”, “U.S.$” or “U.S. dollars” in this Prospectus Supplement and the accompanying Prospectus refer to United States dollars.

The high, low, average and closing rates for the U.S. dollar in terms of Canadian dollars for each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:

On May 26, 2025, the daily average exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.3731.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Prospectus solely for the purpose of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the Prospectus and not delivered with this Prospectus Supplement may be obtained on request without charge from the Corporate Secretary of New Found Gold Corp., 1055 West Georgia Street, Suite 2129, Vancouver, British Columbia V6E 3P3, Canada (Telephone (416) 910-4653) (Attn: Corporate Secretary) or by accessing the disclosure documents through SEDAR+, at www.sedarplus.ca. Documents filed with, or furnished to, the SEC are available through EDGAR, at www.sec.gov. Our filings through SEDAR+ and EDGAR are not incorporated by reference in this Prospectus Supplement and the Prospectus except as specifically set forth herein.

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Prospectus:

Any document of the type referred to in the preceding paragraphs (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions that is filed by the Company with a securities commission after the date of this Prospectus Supplement and prior to the termination of the Offering under this Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus Supplement.

In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement is included in any report on Form 6-K, Form 40-F or Form 20-F (or any respective successor form) that is filed with or furnished to the SEC after the date of this Prospectus Supplement, such document or information shall be deemed to be incorporated by reference as an exhibit to the U.S. Registration Statement of which this Prospectus Supplement forms a part (in the case of a report on Form 6-K, only if and to the extent expressly provided for therein). In addition, the Company may incorporate by reference into this Prospectus Supplement, or the U.S. Registration Statement of which it forms a part, other information from documents that the Company will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, if and to the extent expressly provided therein.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated or deemed to be incorporated herein by reference.

Any statement contained in this Prospectus Supplement, the Prospectus or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Prospectus modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this Prospectus Supplement, except as so modified or superseded. Without limiting the foregoing, each document incorporated by reference into the Prospectus prior to the date hereof shall be deemed to have been superseded in its entirety unless such document is also listed above as being incorporated by reference into this Prospectus Supplement.

References to the Company’s website or any other website in this Prospectus Supplement, the accompanying Prospectus or any documents that are incorporated by reference into this Prospectus Supplement or the Prospectus do not incorporate by reference the information on such website(s) into this Prospectus Supplement or the Prospectus, and the Company disclaims any such incorporation by reference.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements), including the Term Sheet, that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus Supplement or Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in the Prospectus Supplement. Any template version of any marketing materials filed on SEDAR+ at www.sedarplus.ca after the date of this Prospectus Supplement but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the Prospectus.

DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the U.S. Registration Statement of which this Prospectus Supplement forms a part: (i) the documents listed under the heading “Documents Incorporated by Reference” in the Prospectus and the Prospectus Supplement; (ii) powers of attorney from our directors and officers, as applicable; (iii) the consent of KPMG LLP; (iv) the consent of each expert listed in the exhibit index of the registration statement; (v) the form of debt indenture; and (vi) the Underwriting Agreement.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this Prospectus Supplement. This description does not contain all of the information about us and our properties and business that you should consider before investing in any securities. You should carefully read the Prospectus Supplement and the Prospectus, including the section titled “Risk Factors”, as well as the documents incorporated by reference into this Prospectus Supplement and the Prospectus, before making an investment decision.

Name, Address and Incorporation

New Found was incorporated under the Business Corporations Act (Ontario) as Palisade Resources Corp. on January 6, 2016. By articles of amendment effective June 20, 2017, the Company’s name was changed to New Found Gold Corp.

On June 23, 2020, the Company continued into British Columbia under the provisions of the Business Corporations Act, British Columbia, (the “BCBCA”). The Company’s head office is located at 1055 West Georgia Street, Suite 2129, Vancouver, British Columbia V6E 3P3, Canada. The Company’s registered office is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Canada.

New Found is a reporting issuer in each of the provinces and territories of Canada. The Common Shares are listed on the TSXV and NYSE American.

Business of the Company

New Found is a mineral exploration company involved in the identification, acquisition and exploration of mineral properties primarily in the Province of Newfoundland and Labrador. The Company’s exploration is focused on discovering and delineating gold resources. The Company has one material property: the Queensway Project located in Newfoundland, Canada (the “Queensway Project”). On March 24, 2025, the Company announced an initial Mineral Resource estimate for the Queensway Project. At present, the Queensway Project does not have any known mineral reserves.

Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired mineral properties with sufficient merit to warrant exploration; (ii) raised funds to progress the Company’s exploration activities on its mineral properties, as described herein; (iii) completed an initial Mineral Resource estimate for the Queensway Project; (iv) completed technical reports on the Queensway Project, including the current technical report titled “NI 43-101 Technical Report, Queensway Gold Project, Newfoundland and Labrador, Canada” with an effective date of March 18, 2025, as amended and restated on May 20, 2025, prepared by Pierre Landry, P.Geo. of SLR Consulting (Canada) Ltd. (“SLR Consulting”), David M. Robson, P.Eng. of SLR Consulting, Lance Engelbrecht, P.Eng. of SLR Consulting, and Sheldon H. Smith, P.Geo. of Stantec Consulting Limited (“Stantec”), in compliance with NI 43-101 (the “Technical Report”); (v) undertaken exploration programs, including a 650,000 metre drill program, on the Queensway Project; (vi) commissioned a preliminary economic assessment of the Queensway Project to be conducted by SLR Consulting and that is scheduled for completion in late second quarter of 2025; and (vii) retained directors, officers and employees with the skills required to successfully operate a public mineral exploration company.

Further information regarding the business of the Company or its operations and its mineral properties can be found in the 2024 AIF, Annual Financial Statements and Annual MD&A and the other documents incorporated by reference into this Prospectus Supplement and the Prospectus available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. See “Documents Incorporated by Reference”.

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of its development. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business, property or financial results, each of which could cause purchasers of our securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. In addition to the other information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein, you should carefully consider the risks described below, as well as the risks described under the “Risk Factors” section of the Prospectus and the 2024 AIF before purchasing the Offered Shares.

Risks Related to Our Securities

Use of Proceeds

While information regarding the use of proceeds from the sale of the Offered Shares and the HD Shares is described under the heading “Use of Proceeds”, management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. The Company has identified certain forward-looking plans and objectives for the proceeds, including those listed under the heading “Business Objectives and Milestones”, but the Company’s ability to achieve such plans and objectives could change as a result of a number of internal and external factors, such as the results of continued development activities on the Company’s properties. Management may use the proceeds of the Offering and the Private Placement in ways that an investor may not consider desirable. The results and effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power and reduce our earnings per share

Shareholders of the Company will incur immediate dilution as a result of the Offering and the Private Placement. See “Consolidated Capitalization”. We may sell additional equity securities (including through the sale of securities convertible into Common Shares) and may issue additional debt or equity securities to finance our operations, exploration, development, acquisitions or other projects. We are authorized to issue an unlimited number of Common Shares. We cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.

Our Common Shares are subject to various factors that have made share prices volatile

The Common Shares are listed on the TSXV and NYSE American. Securities of mineral exploration and development companies have experienced substantial volatility in the past, often based on factors unrelated to the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Common Shares is also likely to be significantly affected by short-term changes in gold or other mineral prices or in the Company’s financial condition or results of operations. Other factors unrelated to the Company’s performance that may affect the price of the Common Shares include the following: the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the Common Shares may affect an investor’s ability to trade significant numbers of Common Shares; the size of the Company’s public float may limit the ability of some institutions to invest in the Common Shares; and a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. New Found may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The market price of the Common Shares is affected by many other variables which are not directly related to the Company’s success and are, therefore, not within New Found’s control. These include other developments that affect the market for all resource sector securities, the breadth of the public market for the Company’s Common Shares and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Common Shares is expected to make the price of the Common Shares volatile in the future, which may result in losses to investors.

The market price of the Common Shares could decline as a result of future issuances or sales of the Company’s securities, which could result in insufficient liquidity

The market price of the Common Shares could decline as a result of issuances of securities by the Company or sales by its existing shareholders of Common Shares in the market, or the perception that these sales could occur. The issuance of Common Shares upon the exercise of the Company’s outstanding stock options or the vesting of the Company’s outstanding share units may also reduce the market price of the Common Shares. Additional Common Shares, stock options and share units may be issued in the future. A decrease in the market price of the Common Shares could adversely affect the liquidity of the Common Shares on the TSXV and NYSE American. The Company’s shareholders may be unable, as a result, to sell significant quantities of the Common Shares into the public trading markets. The Company may not, as a result, have sufficient liquidity to meet the continued listing requirements of the TSXV and the NYSE American. Sales of the Common Shares by shareholders might also make it more difficult for the Company to sell equity or debt securities at a time and price that it deems appropriate, which may have a material adverse effect on the Company’s business, financial conditions and results of operations.

The Company may be a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. investors

The Company may be a “passive foreign investment company” (“PFIC”), which may have adverse U.S. federal income tax consequences for U.S. investors. U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that we are classified as a PFIC. The determination of whether we are a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of our income, expenses and assets from time to time and the nature of the activities performed by our officers and employees. We believe we were a PFIC for 2024, and we expect to be a PFIC for 2025 and may be treated as a PFIC in subsequent years. Prospective investors should carefully read the tax discussion below under the heading “Material United States Federal Income Tax Considerations for U.S. Holders” for more information and consult their own tax advisors regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that may mitigate certain possible adverse U.S. federal income tax consequences that may result in an inclusion in gross income without receipt of such income.

The Company has never paid, and does not currently anticipate paying, dividends

To date, the Company has not paid any dividends on the outstanding Common Shares. Any decision to pay dividends on the Common Shares of the Company will be made by the Board on the basis of the Company’s earnings, financial requirements and other conditions.

No assurance of active or liquid market

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates and the markets for similar securities, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

Investors may lose their entire investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

The Company, its directors and officers are located outside of the United States, which makes it difficult for U.S. litigants to effect service of process, or enforce, any judgments obtained against the Company or its officers or directors

The Company and a majority of the Company’s directors and officers and the experts named in this Prospectus Supplement are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and all of the Company’s assets are, located outside the United States. As a result, it may be difficult for U.S. litigants to effect service of process or enforce any judgments obtained against the Company or its officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against the Company or its directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against the Company or its directors and officers predicated upon the securities laws of the United States or any state thereof.

A substantial number of Common Shares will be owned by a single shareholder

Upon completion of the Private Placement, a significant percentage of the Company’s outstanding Common Shares will be owned by a single shareholder, Mr. Sprott, who is expected to be a “Control Person” pursuant to the policies of the TSXV. As such, Mr. Sprott will be in a position to exercise influence over matters requiring shareholder approval, including: the determination of significant corporate actions that could otherwise be beneficial to the Company’s other shareholders; the election and removal of directors; amendments to the Company’s corporate governing documents; and business combinations, mergers or takeover attempts. The Company’s interests and those of Mr. Sprott may at times conflict. The concentration of control by a single shareholder may practically preclude, delay or defer an unsolicited take-over bid for the Common Shares, and this may adversely impact the value and trading price of the Common Shares.

Canadian Tax Treatment of Flow-Through Shares

The tax treatment applicable to mining activities and flow-through shares constitutes a major factor when considering an investment in the Offered Shares. Investors are cautioned that the taxation laws and regulations and the current administrative practices of the federal, provincial and territorial tax authorities may be amended or construed in such a way that the tax considerations for a purchaser holding Offered Shares will be altered and, moreover, there may be differences of opinion between the Canadian federal and provincial or territorial tax authorities with respect to the tax treatment of the Offered Shares, the status of such Offered Shares and the activities contemplated by the Company’s exploration and development programs. See “Renunciation of CEE” and “Certain Canadian Federal Income Tax Considerations”. The Offered Shares are designed for investors whose income is subject to high marginal tax rates. The right to deduct qualifying expenditures accrues to the initial purchaser of the Offered Shares and is not transferable. No guarantee can be given that Canadian tax laws will not be amended, that the amendments announced with respect to such laws will be adopted or that the current administrative practices of the tax authorities will not be modified. In addition, there is no guarantee that the CEE incurred by the Company, the qualification of such CEE as FTME, or the expected tax deductions in respect thereof will be accepted by the Canada Revenue Agency (the “CRA”). Consequently, the tax considerations for purchasers holding or selling Offered Shares may be fundamentally altered. See “Renunciation of CEE” and “Certain Canadian Federal Income Tax Considerations”.

There is no guarantee that an amount equal to the Flow-Through Funds will be expended by the Company on or prior to December 31, 2026 as CEE, or that such CEE will qualify as FTME, and result in the deductions described under “Renunciation of CEE” and “Certain Canadian Federal Income Tax Considerations”. If the Company does not renounce to the purchaser, effective on or before December 31, 2025, CEE that qualifies as FTME in an amount equal to the aggregate purchase price paid by such purchaser for the Offered Shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Company shall indemnify the purchaser for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial or territorial legislation) by the purchaser (or if the purchaser is a partnership, the partners thereof) as a consequence of such failure or reduction; however, there is no guarantee that the Company will have the financial resources required to satisfy such indemnity. For certainty, the aforementioned indemnity shall have no force and effect to the extent that such indemnity, recourse or rights of action would otherwise cause the Offered Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations under the Tax Act (the “Regulations”).

CONSOLIDATED CAPITALIZATION

Since March 31, 2025, the date of our financial statements for the most recently completed financial period, there have been no material changes in our consolidated share and debt capital other than as outlined under “Prior Sales”. For information on the issuance of Common Shares pursuant to the exercise of stock options (“Options”) pursuant to our incentive stock option plan, see “Prior Sales”.

The following table shows the consolidated capitalization of the Company as at the date of the interim financial statements for the three months ended March 31, 2025, and as at such date on an adjusted basis after giving effect to the Offering and the Private Placement. The table should be read in conjunction with the interim financial statements for the three months ended March 31, 2025 and management’s discussion and analysis for the three months ended March 31, 2025, which are incorporated by reference in this Prospectus as well as the other disclosure contained in this Prospectus, including the risk factors described under the heading “Risk Factors” in this Prospectus and in the 2024 AIF.

Notes:

USE OF PROCEEDS

Offering

The net proceeds to the Company from the Offering will be approximately $● (or approximately $● if the Over-Allotment Option is exercised in full), after deducting payment of the Underwriting Commission in the amount of $● (or $● if the Over-Allotment Option is exercised in full) and the estimated expenses of the Offering of $● by the Company from its general funds. The above calculations assume no sales to President’s List purchasers under the Offering.

The Company will use an amount equal to the Flow-Through Funds to incur CEE, which qualifies as FTME, at the Queensway Project. The Underwriting Commission and the expenses of the Offering will be paid from the general funds of the Company. See “Renunciation of CEE” and “Certain Canadian Federal Income Tax Considerations”.

Private Placement

The net proceeds to the Company from the Private Placement will be approximately $●, after deducting the estimated expenses of $●. The Company intends to use the net proceeds from the Private Placement to advance the Queensway Project and for general corporate and working capital requirements.

Although the Company intends to use the proceeds from the Offering and Private Placement as set forth above, the actual allocation of the proceeds may vary depending on the advancement of the Queensway Project or unforeseen events, including those listed under “Risk Factors” in this Prospectus Supplement, the Prospectus and the 2024 AIF.

Business Objectives and Milestones

The main business objectives the Company intends to accomplish with the net proceeds of the Offering and the Private Placement are:

The Company expects to complete these main business objectives during the next 12-month period. No significant event needs to occur for the Company to achieve these business objectives, although the objectives are dependent on the amount of proceeds raised, the time periods in which the proceeds are raised and are subject to the risks and uncertainties described in this Prospectus Supplement and the Prospectus.

Melissa Render, P.Geo., is the “qualified person”, within the meaning of NI 43-101, who has reviewed and confirmed that the above-noted use of net proceeds allocation is reasonable.

PRIOR SALES

The following table summarizes the issuances by New Found of Common Shares within the 12 months prior to the date of this Prospectus Supplement:

Notes:

The following table summarizes the grants by New Found of Options, within the 12 months prior to the date of this Prospectus Supplement:

Notes:

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed and posted for trading on the TSXV under the symbol “NFG”. The following table sets forth information relating to the trading of the Common Shares on the TSXV for the periods indicated.

Source: Bloomberg.

The Common Shares are listed and posted for trading on the NYSE American under the symbol “NFGC”. The following table sets forth information relating to the trading of the Common Shares on the NYSE American for the periods indicated.

Source: Bloomberg.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act and the Regulations generally applicable to an initial purchaser of Offered Shares as beneficial owner pursuant to the Offering and who, at all relevant times, for the purposes of the Tax Act, deals at arm’s length with the Company and the Underwriters, is not affiliated with the Company or the Underwriters, is resident or deemed resident in Canada and will acquire and hold such Offered Shares as capital property (each, a “Holder”), all within the meaning of the Tax Act. Offered Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Offered Shares or is deemed to hold or use the Offered Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “principal-business corporation” within the meaning of the Tax Act, (ii) whose business includes trading or dealing in rights, licences or privileges to explore for, drill or take minerals, oil, natural gas or other related hydrocarbons, (iii) an interest in which constitutes, or would constitute, a “tax shelter investment” within the meaning of the Tax Act, (iv) that is a “financial institution” for the purpose of the “mark-to-market” rules contained in the Tax Act, (v) that is a partnership or a trust, (vi) that is a “specified financial institution” for purposes of the Tax Act, (vii) that reports its “Canadian tax results” as defined in the Tax Act (in a currency other than Canadian currency), (viii) that has entered or will enter into a “derivative forward agreement” or “synthetic disposition agreement” (as those terms are defined in the Tax Act) in respect of the Offered Shares, (ix) that is exempt from tax under Part I of the Tax Act, (x) which would receive dividends on the Offered Shares under or as part of a “dividend rental arrangement”, or (xi) that is otherwise of special status or in special circumstances. Such Holders should consult their own tax advisors.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm’s length, for purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to the income tax consequences of acquiring, holding and disposing of Offered Shares.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Shares.

This summary is based on the facts set out in this Prospectus Supplement, the provisions of the Tax Act and the Regulations in force as of the date prior to the date hereof and counsel’s understanding of the current administrative policies and assessing practices of the CRA published in writing and made publicly available by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all.

This summary does not otherwise take into account or anticipate any changes in law, other than the Tax Proposals, or the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations and does not take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary. No assurances can be given that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Offered Shares and in particular does not discuss all of the tax consequences to purchasers of Offered Shares who donate their shares to a charity. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Prospective purchasers and Holders should consult their own tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Flow-Through Share Considerations

This summary assumes that (i) the Company will incur CEE in an amount not less than the Flow-Through Funds, (ii) CEE in an amount equal to the Flow-Through Funds will be renounced to Holders of Offered Shares hereunder with an effective date of no later than December 31, 2025, (iii) such CEE will be incurred during a period (the “Expenditure Period”) commencing on the applicable Closing Date and ending on the earlier of (A) the date on which the Flow-Through Funds has been fully incurred in accordance with the terms of the relevant Flow-Through Share Subscription Agreements (as defined herein) and (B) December 31, 2026, and (iv) all expenses discussed herein will be reasonable in amount. This summary also assumes that the Company will make all applicable tax filings in respect of the issuance of the Offered Shares and the renunciation of CEE in the manner and within the time required by the Tax Act and that all renunciations will be validly made. In addition, while the Company will furnish each Holder of Offered Shares hereunder with information with respect to renounced CEE for purposes of filing income tax returns, the preparation and filing of returns will remain the responsibility of each Holder. This summary is based upon the representation of the Company that it will be a “principal-business corporation” (as defined in the Tax Act) at all material times and that the Offered Shares, when issued, will be “flow-through shares” (as defined in the Tax Act) and will not be “prescribed shares” (within the meaning of section 6202.1 of the Regulations). If any of the above assumptions are incorrect, the Company may be unable to renounce some or all of the CEE which it has agreed to renounce hereunder.

The Canadian federal, provincial and territorial income tax consequences to a particular purchaser of Offered Shares will vary according to a number of factors, including the particular province in which the purchaser resides, carries on business or has a permanent establishment, the legal characterization of the purchaser as an individual or a corporation, the amount that would be the purchaser’s taxable income but for the investment in the Offered Shares and the manner in which the proceeds from the issuance of the Offered Shares are expended.

This summary does not describe all of the tax considerations applicable to a purchaser of Offered Shares who chooses to donate their Offered Shares to a registered charity. Such potential purchasers should consult their own tax advisors.

Canadian Exploration Expense

Subject to certain limitations and restrictions contained in the Tax Act, the Company will be entitled to renounce to a Holder of Offered Shares hereunder certain CEE incurred by the Company during the Expenditure Period in an amount equal to the relevant subscription price of the Offered Shares as permitted by and in accordance with the Tax Act. The CEE will be renounced to the Holder with an effective date on or before December 31, 2025. Such CEE that is properly renounced to a Holder will be deemed to have been incurred by that Holder on the effective date of the renunciation and will be added to such Holder’s “cumulative Canadian exploration expense” (as defined in the Tax Act) (“CCEE”) account.

The Tax Act contains a one year “look-back” rule which, if certain conditions are satisfied, entitles the Company to renounce certain CEE incurred by it in 2026 to Holders effective on December 31, 2025. In other words, the Holders are deemed to have incurred the CEE on December 31, 2025 even if the Company does not incur the CEE until 2026. For this rule to apply in respect of an Offered Share, the Holder must have paid the consideration in money for such share, the Holder and the Company must deal with each other at arm’s length (for the purposes of the Tax Act) throughout 2026, the relevant subscription agreement in respect of such share must have been entered into, on or prior to December 31, 2025, and the Company must renounce the CEE to the Holder in either January, February or March of 2026. In the event that the Company does not incur the amounts renounced under the one year “look-back” rule by the end of 2026, the Company will be required to reduce the amount of CEE renounced to the Holders and the Holders’ income tax returns for the years in which the CEE was claimed will be reassessed accordingly. A Holder will not be subject to any penalties for any such reassessment and will not be subject to any interest charges for any additional taxes payable if such taxes are paid by the Holder on or prior to April 30, 2027.

A Holder may deduct in computing such Holder’s income from all sources for a taxation year an amount not exceeding 100% of the balance of such Holder’s CCEE account at the end of that taxation year. Deductions claimed by a Holder reduce the Holder’s CCEE account. To the extent that a Holder does not deduct the balance of such Holder’s CCEE account at the end of the taxation year, the balance may be carried forward and deducted in subsequent taxation years in accordance with the provisions of the Tax Act. The right to deduct CCEE accrues to the initial Holder of Offered Shares and is not transferable.

A Holder of Offered Shares who is an individual (other than a trust or estate) may be entitled to a non-refundable investment tax credit equal to 15 percent of a “flow-through mining expenditure” renounced to the Holder. A “flow-through mining expenditure” is defined in subsection 127(9) of the Tax Act to include certain CEE incurred in conducting certain mining exploration activity from or above the surface of the earth for the purpose of determining the existence, location, extent or quality of a mineral resource described in paragraph (a) or (d) of the definition of “mineral resource” as defined in the Tax Act, in respect of CEE incurred or deemed to have been incurred after March 2019 and before 2026 for subscription agreements entered into before April 1, 2025. Tax Proposals announced March 3, 2025 would extend the availability of this tax credit for an additional two years, until March 31, 2027 (the “METC Tax Proposals”). The investment tax credit may be deducted in accordance with detailed rules in the Tax Act against tax payable under the Tax Act in the taxation year in which the flow-through mining expenditure is incurred, or carried back three years and forward twenty years. Subject to the passage of the METC Tax Proposals, the Company has agreed to incur and renounce CEE that will qualify for this investment tax credit.

The Holder’s CCEE account at any time in a taxation year will be reduced by an amount equal to any investment tax credit claimed for a previous taxation year. If the reduction in the Holder’s CCEE account causes the CCEE account to become negative, the amount of the negative balance will be included in the Holder’s income and the Holder’s CCEE will thereupon have a nil balance.

Certain restrictions apply in respect of the deduction of CCEE following an acquisition of control and on certain reorganizations of a corporate Holder. Corporate Holders should consult their own independent tax advisors for advice with respect to the potential application of these rules to them having regard to their own particular circumstances.

If a Holder acquires Offered Shares through a Registered Plan (as defined below under the heading “Eligibility for Investment”), the CEE renounced will not be available as a deduction against the income of the annuitant, holder or beneficiary of such plan and the associated tax benefits will be lost.

Taxation of Dividends

Dividends received or deemed to be received on the Offered Shares will be included in computing a Holder’s income. In the case of a Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Offered Shares will be included in the Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit for “eligible dividends”, if any, that are properly designated as such by the Company. There may be limitations on the ability of the Company to designate dividends as eligible dividends. Taxable dividends received by such Holders may give rise to minimum tax under the Tax Act, discussed further below under the heading “Minimum Tax”.

In the case of a Holder that is a corporation, dividends (including deemed dividends) received on the Offered Shares will be included in the Holder’s income and will normally be deductible in computing such Holder’s taxable income, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Holder that is a corporation as proceeds of disposition or a capital gain. Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

A Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation”, as defined in the Tax Act, or that is at any time in the relevant taxation year a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, which is defined to include dividends received or deemed to be received in respect of Offered Shares, but not dividends or deemed dividends that are deductible in computing the dividend recipient’s taxable income. Holders to whom these rules may be relevant should consult their own tax advisors.

Disposition of Offered Shares

A Holder who disposes of or is deemed to have disposed of an Offered Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition of the Offered Share are greater (or are less) than the adjusted cost base to the Holder of the Offered Share immediately before the disposition or deemed disposition and any reasonable costs of disposition.

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Holder must be included in the Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Holder (an “allowable capital loss”) must generally be deducted from taxable capital gains realized by the Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

Capital gains realized by a Holder who is an individual (including certain trusts) may result in such Holder being liable for minimum tax under the Tax Act, discussed further below under the heading “Minimum Tax”.

Flow-Through Shares purchased hereunder will be deemed to have been acquired by the purchaser for an initial cost of nil regardless of the subscription price paid.

Generally, the cost of a Common Share (other than a flow-through share) for tax purposes will be the amount paid to acquire such share and reasonable costs associated with the acquisition. The adjusted cost base to a Holder of an Offered Share will generally be the average tax cost of all Common Shares held by such Holder as capital property at a particular time. Any tax consequences arising from a subsequent disposition of an Offered Share will be measured by reference to the adjusted cost base of the Offered Shares based on this averaging rule.

A capital loss realized on the disposition of an Offered Share by a Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Holder on the Offered Share. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Offered Shares. A Holder to which these rules may be relevant is urged to consult its own tax advisor.

A Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation”, as defined in the Tax Act, or that is at any time in the relevant taxation year a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”(as defined in the Tax Act) for the year, which is defined to include taxable capital gains. Holders to whom these rules may be relevant should consult their own tax advisors.

A Holder who disposes of Offered Shares will retain the entitlement to the renunciation of CEE from the Company as described above as well as the ability to deduct any CCEE not previously deducted, and a subsequent Holder of such shares will not be entitled to any renunciations of CEE.

Minimum Tax

Under the Tax Act, a minimum tax is payable by an individual and certain specified trusts equal to the amount by which the minimum tax exceeds the tax otherwise payable. In calculating adjusted taxable income for the purpose of determining minimum tax, certain deductions and credits otherwise available, such as the deduction for CEE not used to reduce resource income, are disallowed and certain amounts not otherwise taxable are included in income, such as 100% of net capital gains. Whether and to what extent the tax liability of a particular Holder will be increased by the minimum tax will depend upon the amount of such Holder’s income, the sources from which it is derived and the nature and amounts of any deductions that such Holder claims. Any additional tax payable for a year from the application of the minimum tax provisions is recoverable in subsequent years to the extent that tax otherwise determined exceeds the minimum tax for any of the following seven taxation years. Holders should consult their own independent tax advisors with respect to the potential minimum tax consequences to them having regard to their own particular tax circumstances.

Cumulative Net Investment Loss

One-half of the amount of the CEE renounced to and deducted by a Holder who is an individual will be added to the Holder’s cumulative net investment loss (“CNIL”) account, as defined in the Tax Act. A Holder’s CNIL account may impact a Holder’s ability to access the lifetime capital gains exemption available on the disposition of certain qualified small business corporation shares and qualified farm property.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

The following is a discussion of certain U.S. Federal income tax consequences of the acquisition, ownership and disposition of the Secondary Shares that are applicable to you if you are a U.S. Holder, as defined below, that acquires the Secondary Shares pursuant to the Re-Offering. This discussion is not a complete analysis or a listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular holders in light of their personal circumstances or to persons that are subject to special tax rules. In particular, the information set forth below deals only with U.S. Holders that will hold the Secondary Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). In addition, this description of the material U.S. federal income tax consequences does not address the tax treatment of special classes of U.S. Holders, such as:

This summary does not address estate and gift tax or any U.S. federal tax other than income tax or tax consequences under any state, local or foreign law.

For purposes of this section, you are a “U.S. Holder” if you are a beneficial owner of Secondary Shares that is: (1) a citizen or an individual resident alien of the United States as determined for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (A) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have authority to control all substantial decisions of the trust or (B) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) or other pass-through entity is a beneficial owner of the Secondary Shares, the tax treatment of a partner or other owner or participant will generally depend upon the status of the partner (or other owner or participant) and the activities of the entity (or arrangement). If you are a partner (or other owner of or participant in the partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) of a pass through entity that acquires the Secondary Shares, you are urged to consult your tax advisor regarding the tax consequences of acquiring, owning or disposing of Secondary Shares.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. judicial decisions, administrative pronouncements, existing and proposed Treasury regulations, all as in effect as of the date hereof. All of the preceding authorities are subject to change, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested, and will not request, a ruling from the U.S Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax consequences described below, and as a result there can be no assurance that the IRS will not disagree with or challenge any of the conclusions we have reached and described herein. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Secondary Shares and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder is made. Prospective purchases are urged to consult their tax advisors as to the particular consequences to them under U.S. federal, state and local, and applicable foreign, tax laws of the acquisition, ownership and disposition of the Secondary Shares.

Distributions

Subject to the PFIC rules discussed below, the gross amount of any distribution made by us will generally be subject to U.S. federal income tax as dividend income, to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, without reduction for any Canadian income tax we may be required to withhold from such distributions under Canadian law. Such amount will be includable in gross income by you as ordinary income on the date that you actually or constructively receive the distribution in accordance with your regular method of accounting for U.S. federal income tax purposes. The amount of any distribution made by us in property other than cash will be the fair market value of such property on the date of the distribution.

To the extent that a distribution exceeds the amount of our current and accumulated earnings and profits, as determined under the U.S. federal income tax principles, it will be treated first as a tax-free return of capital, causing a reduction in your adjusted basis in the Secondary Shares held by you (thereby increasing the amount of gain, or decreasing the amount of loss to be recognized by you upon a subsequent disposition of the Secondary Shares), with any amount that exceeds your adjusted basis being taxed as a capital gain recognized on a sale, exchange or other taxable disposition (as discussed below). However, we do not intend to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, and you should therefore assume that any distribution by us with respect to the Secondary Shares will be treated as dividends for U.S. federal income tax purposes.

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign corporation” may be subject to reduced rates of taxation if certain holding period and other requirements are met. A qualified foreign corporation generally includes a foreign corporation if (i) the stock with respect to which the dividends are paid is readily tradable on an established securities market in the United States or it is eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information provision and that the U.S. Treasury has determined is satisfactory for these purposes and (ii) it is not a PFIC (as discussed below) for either the taxable year in which the dividend is paid or the preceding taxable year. As discussed below, we believe we were a PFIC for 2024, and we expect to be a PFIC for 2025 and may be treated as a PFIC in subsequent years. The Secondary Shares are readily tradable on an established securities market, the NYSE American. We may also be eligible for the benefits of the Canada-U.S. Tax Convention (1980), as amended (the “Treaty”). Accordingly, subject to the PFIC rules discussed below, we expect that a non-corporate U.S. Holder should qualify for the reduced tax rate on dividends so long as the applicable holding period requirements are met. U.S. Holders should consult their own tax advisors regarding the availability of the reduced tax rate on dividends in light of their particular circumstances.

If you are eligible for benefits under the Treaty, you may be able to claim a reduced rate of Canadian withholding tax. You are urged to consult your own tax advisor about your eligibility for reduction of Canadian withholding tax. You may claim a deduction or a foreign tax credit, subject to other applicable limitations, only for tax withheld at the appropriate rate. You will not be allowed a foreign tax credit for any portion of the withholding tax that could have been avoided by claiming benefits under the Treaty. Dividends will be treated as having foreign source for U.S. foreign tax credit purposes. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon your particular circumstances. Accordingly, you are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

The gross amount of any distributions paid in any non-U.S. currency will be included by you in income in a dollar amount calculated by reference to the exchange rate in effect on the date day you actually or constructively receive the distribution in accordance with your regular method of accounting for federal income tax purposes regardless of whether the payment is in fact converted into U.S. dollars. If such non-U.S. currency is converted into U.S. dollars on the date of the payment, you should not be required to recognize any foreign currency gain or loss with respect to the receipt of non-U.S. currency as distributions. If, instead, such non-U.S. currency is converted at a later date, any currency gains or losses resulting from the conversion of the non-U.S. currency will be treated as U.S. source ordinary income or loss.

Sale, Exchange or Other Taxable Disposition of the Secondary Shares

You generally will recognize gain or loss upon the sale, exchange or other taxable disposition of the Secondary Shares in an amount equal to the difference between (i) the amount realized upon the sale, exchange or other taxable disposition and (ii) your adjusted tax basis in the Secondary Shares. Subject to the PFIC rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, on the date, exchange or other taxable disposition, you have held the Secondary Shares for more than one year. If you are an individual taxpayer, long-term capital gains are subject to taxation at favorable rates. The deductibility of capital losses is subject to limitations under the Code.

Gain or loss, if any, that you realize upon a sale, exchange or other taxable disposition of the Secondary Shares will be treated as having a United States source for U.S. foreign tax credit purposes. Consequently, you may not be able to use any foreign tax credits arising from any Canadian tax imposed on the sale, exchange or other taxable disposition of the Secondary Shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources or unless an applicable treaty provides otherwise.

If you receive any foreign currency on the sale of the Secondary Shares, you may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Secondary Shares and the date the sale proceeds are converted into U.S. dollars.

Passive Foreign Investment Company Rules

Special U.S. federal income tax rules apply to U.S. persons owning stock of a PFIC. A foreign corporation will be considered a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to the applicable “look through” rules, either (1) at least 75 percent of its gross income is “passive” income (the “income test”) or (2) at least 50 percent of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). For purposes of determining whether a foreign corporation will be considered a PFIC, such foreign corporation will be treated as holding its proportionate share of the assets and receiving directly its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25 percent (by value) of the stock.

We believe we were a PFIC for 2024, and we expect to be a PFIC for 2025 and may be treated as a PFIC in subsequent years. If we were to be classified as a PFIC, a U.S. Holder that does not make any of the elections described below would be required to report any gain on the disposition of any of the Secondary Shares as ordinary income, rather than as capital gain, and to compute the tax liability on the gain and any “Excess Distribution” (as defined below) received with respect to the Secondary Shares as if such items had been earned ratably over each day in the U.S. Holder’s holding period (or a portion thereof) for the shares. The amounts allocated to the taxable year during which the gain is realized or distribution is made and to years before we became a PFIC with respect to the U.S. Holder, if any, would be included in the U.S. Holder’s gross income as ordinary income for the taxable year of the gain or distribution. The amount allocated to each other taxable year in which we were a PFIC would be taxed as ordinary income in the taxable year during which the gain is realized or distribution is made at the highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge as if the income tax liabilities had been due with respect to each such prior year. An “Excess Distribution” generally would be any distribution to you with respect to the Secondary Shares during a single taxable year that is greater than 125% of the average annual distributions received by you with respect to the Secondary Shares during the three preceding taxable years or, if shorter, during your holding period for the Secondary Shares. In addition, you would generally be subject to similar rules with respect to distributions to us by, and dispositions by us of the stock of, any of our direct or indirect subsidiaries that are also PFICs (“lower-tier PFICs”).

Mark-to Market Election

If the Secondary Shares are treated as “marketable stock” for purposes of the PFIC rules, you may avoid the foregoing PFIC rules by making a mark-to-market election. The Secondary Shares will be marketable stock if they are regularly traded on a qualifying exchange that is either (i) a national securities exchange which is registered with the SEC or the national market system established pursuant to the Exchange Act, or (ii) any exchange or other market that the United States Treasury Department determines is adequate. The Company believes that the NYSE American and TSXV meet this test, and accordingly, provided that the Secondary Shares are regularly traded on the NYSE American or TSXV, you should be able to make a mark-to-market election with respect to the Secondary Shares if the Company is classified as a PFIC. After making such an election, or on an actual sale, you generally would include as ordinary income at the end of each taxable year during which the election is in effect and during which we are a PFIC the excess, if any, of the fair market value of the Secondary Shares over your adjusted basis in such Secondary Shares. You also would be allowed to take an ordinary loss in respect of the excess, if any, of your adjusted basis in our Secondary Shares over their fair market value at the end of the taxable year, and for any loss recognized on actual sale, but only to the extent, in each case, of the previously included mark-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of the Secondary Shares would be a capital loss to the extent in excess of previously included mark-to market income not offset by previously deducted decreases in value.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you would continue to be subject to the PFIC rules with respect to your indirect interest in any of our direct or indirect subsidiaries that are also PFICs and any other investment held by us that is treated as an equity interest in a PFIC for U.S. federal income tax purposes, notwithstanding making a mark-to-market election in respect of the Secondary Shares. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of holding the Secondary Shares and the availability of any tax elections if we are considered a PFIC in any taxable year.

QEF Election

The PFIC tax rules outlined above also would not apply to you if you alternatively elected to treat us as a “qualified electing fund” or “QEF.” You are urged to consult your tax advisor as to the availability and consequences of such an election. Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC or, in certain cases, QEF inclusions.

If we provide the necessary information and you were eligible for and timely made a QEF election, you would include in income each year for which we are a PFIC (and be subject to current U.S. federal income tax on) your pro rata share of our ordinary earnings, as ordinary income, and net capital gains, as long-term capital gain, for our taxable year that ends with or within your taxable year, regardless of whether such amounts are actually distributed. Any such ordinary income would not be eligible for the favorable rates applicable to qualified dividend income. If you are a corporation you will not be eligible for a dividends received reduction in respect of such income or gain. Your adjusted tax basis in the Secondary Shares would be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed would result in a corresponding reduction in your adjusted tax basis in the Secondary Shares and would not be taxed again. You would not, however, be entitled to a deduction for your pro rata share of any losses that we incurred with respect to any year. In certain cases in which we did not distribute all of our earnings in a taxable year, you might also be permitted to elect to defer payment of some or all of the taxes on our income, subject to an interest charge on the deferred amount. You would generally recognize capital gain or loss on the sale, exchange or other disposition of the Secondary Shares. You would generally make a QEF election with respect to the first year during which we were at any time a PFIC by filing IRS Form 8621 with your U.S. federal income tax return. The QEF election is made on a shareholder by shareholder basis and can only be revoked with the consent of the IRS. We expect to provide the information that is necessary to make a QEF election with respect to us or any lower-tier PFICs, upon request.

Notwithstanding any election made with respect to the Secondary Shares, dividends received with respect to our shares will not constitute “qualified dividend income” if we are a PFIC in either the year of the distribution or the preceding taxable year. Dividends that do not constitute qualified dividend income are not eligible for taxation at the reduced tax rate discussed above in “Material United States Federal Income Tax Considerations for U.S. Holders — Distributions”. Instead, such dividends would be subject to tax at ordinary income rates.

You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of holding the Secondary Shares if we are considered a PFIC in any taxable year.

Additional Tax on Passive Income

Certain U.S. Holders who are individuals, estates and trusts are required to pay a 3.8 percent tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold. A U.S. Holder’s “net investment income” generally includes, among other things, dividends and net gains from disposition of property (other than property held in the ordinary course of the conduct of a trade or business). Accordingly, dividends on and capital gain from the sale of other taxable disposition of the Secondary Shares may be subject to this additional tax. U.S. Holders are urged to consult their own tax advisors regarding additional tax on passive income.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends paid to you in respect of the Secondary Shares and the proceeds received by you from the sale, exchange or other disposition of the Secondary Shares within the United States unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against your U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.

In addition, you should be aware that reporting requirements are imposed with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000. Such U.S. Holders must attach a complete IRS Form 8938, statement of Specified Foreign Financial Assets, with their return for each year in which they hold the Secondary Shares. You are urged to consult your tax advisor regarding the application of the information reporting rules to the Secondary Shares.

During any taxable year in which we or any subsidiary is treated as a PFIC with respect to you, you may be required to file an annual report with the IRS. Failure to file such report could result in the imposition of penalties. You are urged to consult your tax advisor concerning the PFIC annual filing requirements.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have agreed to purchase on the First Tranche Closing Date, an aggregate of ● Offered Shares and on the Second Tranche Closing Date, an aggregate of ● Offered Shares at a price of $● per Offered Share, payable in cash to the Company against delivery of such Offered Shares, subject to the terms and conditions of the Underwriting Agreement. The terms of the Offering, including the Offering Price, were determined based on arm’s length negotiations between the Company and the Lead Underwriters. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the basis of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriters have reserved the right to form a selling group of appropriately registered dealers and brokers, with compensation to be negotiated between the Underwriters and such selling group participants, but at no additional cost to the Company.

Notwithstanding the foregoing, the Underwriters will endeavour to arrange for Substituted Purchasers of the Offered Shares, with the effect that such Substituted Purchasers will be the initial purchasers of such Offered Shares. To the extent that Substituted Purchasers purchase the Offered Shares, the Underwriters shall not be obligated to purchase the Offered Shares so purchased by such Substituted Purchasers.

The Underwriting Agreement provides that the Company will pay to the Underwriters the Underwriting Commission of $● per Offered Share or Over-Allotment Share, if any, sold pursuant to the exercise of the Over-Allotment Option, representing ●% of the gross proceeds per Offered Share or any Over-Allotment Share, as the case may be, for their services in connection with the distribution of the Offered Shares and Over-Allotment Shares, other than gross proceeds on any sales made to President’s List purchasers, on which a reduced fee of 1.0% of such gross proceeds will be paid to the Underwriters. The President’s List may represent a maximum of 35% of the Offering.

The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriters, with reference to the prevailing market price of the Common Shares and other factors.

The Offering is being made concurrently in each of the provinces and territories of Canada, other than Quebec and Nunavut, and in the United States pursuant to the multi-jurisdictional disclosure system implemented by the SEC and the securities regulatory authorities in Canada. The Offered Shares and the Over-Allotment Shares will be offered in Canada by the Underwriters either directly or through their respective duly registered Canadian broker-dealer affiliates or agents, as applicable. The Secondary Shares may be offered for sale in the United States, through the Underwriters either directly or through their respective U.S. broker-dealer affiliates or agents, as applicable.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriters at any time until 30 days from the First Tranche Closing Date, to purchase up to an additional amount of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering, being ● Over-Allotment Shares at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. This Prospectus Supplement qualifies the grant of the Over-Allotment Option and the distribution of the Over- Allotment Shares to be issued upon exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public will be $●, the total Underwriting Commission will be $● (assuming no sales to President’s List purchasers under the Offering), and the net proceeds to the Company, before deducting the estimated expenses of the Offering, will be $●.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified on the cover page of this Prospectus Supplement. After the Underwriters have made reasonable efforts to sell all of the Offered Shares at the price specified on the cover page, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than that set out on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by prospective purchasers for Offered Shares is less than the gross price paid by the Underwriters to the Company. Any such reduction in price will not affect the proceeds received by the Company.

The Company estimates that the total expenses of the Offering, excluding the Underwriting Commission and assuming no exercise of the Over-Allotment Option, will be approximately $●. The Company has agreed to reimburse the Underwriters for their out-of-pocket expenses in connection with this Offering in an amount not to exceed $●.

The Underwriters have agreed to purchase all of the Offered Shares sold under the Underwriting Agreement, other than the Over-Allotment Shares covered by the Over-Allotment Option described above. The Underwriting Agreement provides that the Underwriters’ obligation to purchase Offered Shares depends on the satisfaction of the conditions contained in the Underwriting Agreement including:

The Company has agreed to indemnify the Underwriters, their affiliates, and their respective directors, officers, employees, partners, agents, and advisors against certain liabilities and expenses related to the Offering, including liabilities under the United States Securities Act of 1933, as amended. The Company has also agreed to contribute to payments the Underwriters may be required to make in respect of such liabilities.

The Company has agreed in the Underwriting Agreement that the Company shall not, directly or indirectly, issue any Common Shares or securities convertible into Common Shares (including any Common Shares that can be issued pursuant to an at-the-market program of the Company) other than: (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other stock-based compensation arrangements including, for greater certainty the sale of any shares issued thereunder; (ii) the exercise or conversion of outstanding convertible securities; (iii) the issuance of equity securities pursuant to the Private Placement; and (iv) any obligations in respect of existing agreements, for a period of 90 days from the First Tranche Closing Date, without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld.

The Company has also agreed to cause each of its directors and executive officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriters evidencing their agreement to not, without the prior written consent of the Lead Underwriters (which consent will not be unreasonably withheld), directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise for a period of 90 days from the First Tranche Closing Date or any date the Over-Allotment Option is exercised, as applicable, other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

In connection with the Offering, the Underwriters may over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales (i.e., the sale by the Underwriters of a greater number of Common Shares than they are required to purchase in the Offering); and purchases to cover positions created by short sales; and syndicate covering transactions. Such transactions, if commenced, may be discontinued at any time. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or mitigating a decline in the market price of the Common Shares while the Offering is in progress. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market after pricing that could adversely affect investors who purchase in the Offering. Stabilizing transactions consist of various bids for or purchases of Common Shares made by the Underwriters in the open market prior to the completion of the Offering.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSXV, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

This Prospectus Supplement and Prospectus in electronic format may be made available on the websites maintained by one or more of the Underwriters participating in the Offering. The Underwriters may agree to allocate a number of Common Shares for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to the Underwriters that may make Internet distributions on the same basis as other allocations. Other than the Prospectus and Prospectus Supplement in electronic format, the information on these websites is not part of this Prospectus Supplement, has not been approved or endorsed by the Company or any of the Underwriters in its capacity as underwriter, and should not be relied upon by investors.

Subscriptions for Offered Shares will be made pursuant to one or more subscription and renunciation agreements (collectively, the “Flow-Through Share Subscription Agreements”) to be made between the Company and the purchasers but executed by one or more of the Underwriters or one or more sub-agents of an Underwriter, as agent for, on behalf of and in the name of all purchasers of Offered Shares. The execution and delivery of a Flow-Through Share Subscription Agreement by the Underwriters or a sub-agent of an Underwriter, as agent on behalf of the purchaser, will bind such purchaser to the terms thereof as if such purchaser had executed the Flow-Through Share Subscription Agreement personally. Each purchaser who places an order to purchase Offered Shares with an Underwriter or any sub-agent of an Underwriter will be deemed to have authorized any of such Underwriters or such sub-agents to execute and deliver, on the purchaser’s behalf, the Flow-Through Share Subscription Agreement. The Underwriters acknowledge that they will have the authority to bind a purchaser to the Flow-Through Share Subscription Agreement upon receipt of an order to purchase Offered Shares from the said purchaser.

The Company understands that the initial purchasers of the Offered Shares may subsequently choose to (i) donate such Offered Shares to registered charitable organizations, who may in turn choose to sell such Offered Shares to purchasers arranged by the Underwriters at the Re-Offer Price; or (ii) sell such Offered Shares to purchasers arranged by the Underwriters at the Re-Offer Price. The Company will not be a party to any such arrangements. This Prospectus Supplement qualifies the initial issuance of the Offered Shares as well as the distribution of the Secondary Shares.

Private Placement

Subsequent to the Offering, the Company also intends to complete the Private Placement of ● HD Shares at the Offering Price, for gross proceeds of $●. As part of the Private Placement, the Company expects to issue such number of HD Shares that results in Mr. Sprott holding approximately ●% ownership interest of the issued and outstanding Common Shares. Following the closing of the Private Placement, the Company expects that Mr. Sprott will become a new “Control Person” (as defined in the policies of the TSXV) and, therefore, the Company intends to obtain disinterested shareholder approval in accordance with the TSXV policies prior to the closing of the Private Placement. The closing of the Private Placement is not a condition of closing the Offering. No commission is payable to the Underwriters in connection with the Private Placement.

RENUNCIATION OF CEE

The Offered Shares will be Common Shares issued as “flow-through shares” as that term is defined under subsection 66(15) of the Tax Act and, except as a consequence of any charitable donation arrangement taking place after the issuance of the Offered Shares or any agreement to which the Company is not a party, should not be “prescribed shares” within the meaning of section 6202.1 of the Regulations. Pursuant to the Flow-Through Share Subscription Agreements, the Company will agree to incur (or be deemed to incur) sufficient CEE, on or before December 31, 2026 so as to enable the Company to renounce, on or before December 31, 2025, in favour of the purchasers of Offered Shares, an amount equal to the gross proceeds raised from the Offering of Offered Shares. There is no guarantee that an amount equal to the Flow-Through Funds will be expended by the Company as indicated. There is no guarantee that the expenditures incurred by the Company will be CEE.

If the Company is unable to renounce an amount equal to the entire amount of the Flow-Through Funds, in accordance with the Flow-Through Share Subscription Agreements, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the amount of deductions and credits that purchasers will be able to claim for income tax purposes will be correspondingly reduced. Under the Flow-Through Share Subscription Agreements, the Company will agree to indemnify a purchaser as to, and pay in settlement therefor to the purchaser, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial or territorial legislation) by the purchaser as a consequence of such failure or reduction. See “Certain Canadian Federal Income Tax Considerations”. The Flow-Through Share Subscription Agreements will contain additional representations, warranties, covenants and agreements by the Company in favour of the purchaser of Offered Shares which are consistent with and supplement the Company’s obligations as described in this Prospectus Supplement.

The Flow-Through Share Subscription Agreements will also provide for representations, warranties and agreements of the purchaser, and by its purchase of Offered Shares, each purchaser of Offered Shares offered hereunder will be deemed to have represented, warranted and agreed, for the benefit of the Company and the Underwriters that: (i) the purchaser, and any beneficial purchaser for whom it is acting deals, and until December 31, 2026 will continue to deal, at arm’s length with the Company for the purposes of the Tax Act; (ii) the purchaser, if an individual, is of the full age of majority and otherwise is legally competent to enter into the Flow-Through Share Subscription Agreement; (iii) other than as provided herein and in the Flow-Through Share Subscription Agreements, the purchaser waives any right that it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to CEE and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Company; (iv) the purchaser has not entered into and will not knowingly enter into any agreement or arrangement to which the Company is not a party which will cause the Offered Shares to become “prescribed shares” within the meaning of section 6202.1 of the Regulations; and (v) the purchaser has received and reviewed a copy of this Prospectus Supplement.

Notwithstanding the foregoing, the Company may enter into one or more subscription and renunciation agreements for Offered Shares on such other terms as may be agreed to by the Company and the applicable purchaser.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The Company’s authorized share capital consists of an unlimited number of Common Shares without par value. As of the date of this Prospectus Supplement, there were 200,757,994 Common Shares issued and outstanding.

Shareholders are entitled to receive notice of and attend all meetings of shareholders with each Common Share held entitling the holder to one vote on any resolution to be passed at such shareholder meetings. Shareholders are entitled to dividends if, as and when declared by the Board. In the event of the liquidation, dissolution or winding-up of the Company, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Common Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by the Company of all of its liabilities.

DIVIDEND POLICY

The Company has not, since the date of its incorporation, declared or paid any dividends or other distributions on its Common Shares, and does not currently have a policy with respect to the payment of dividends or other distributions. The Company does not currently pay dividends and does not intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and such other factors as its directors consider appropriate. There can be no assurance that the Company will pay dividends under any circumstances.

AGENT FOR SERVICE OF PROCESS

Each of (a) Paul Huet, Chairman and director of the Company, (b) Vijay Mehta, director of the Company, and (c) William Hayden, director of the Company, resides outside of Canada and has appointed the following agent for service and process in Canada:

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on the Company’s behalf by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, with respect to United States legal matters and on the Underwriters’ behalf by Borden Ladner Gervais LLP, with respect to Canadian legal matters, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to United States legal matters.

The partners and associates of Blake, Cassels & Graydon LLP, as a group, hold beneficially, directly or indirectly, less than 1% of any class of our securities.

AUDITORS, TRANSFER AGENT AND REGISTRAR

KPMG LLP, the auditor of the Company’s audited financial statements as of and for the years ended December 31, 2024 and 2023, has confirmed that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

New Found’s transfer agent and registrar is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

INTEREST OF EXPERTS

Information of a scientific or technical nature with respect of the Queensway Project contained in the Prospectus (including the documents incorporated by reference) is based on the Technical Report, with an effective date of March 18, 2025, prepared by Pierre Landry, P.Geo. of SLR Consulting, David M. Robson, P.Eng., MBA of SLR Consulting, Lance Engelbrecht, P.Eng. of SLR Consulting, and Sheldon Smith, P.Geo. of Stantec, each an independent Qualified Person under NI 43-101. All other information of a scientific or technical nature contained in this Prospectus Supplement (including certain other documents incorporated by reference) has been reviewed and approved by Melissa Render, P.Geo., President of the Company and a Qualified Person as defined in NI 43-101.

To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof, the aforementioned individuals and their firm are the registered or beneficial owners, directly or indirectly, of less than one percent of the outstanding Common Shares.

ELIGIBILITY FOR INVESTMENT

In the opinion of Blake, Cassels & Graydon LLP, counsel to the Company, and Borden Ladner Gervais LLP, counsel to the Underwriters, subject to the provisions of any particular plan, based on the current provisions of the Tax Act and the Regulations, the Offered Shares, if issued on the date hereof, would constitute, at that time, a “qualified investment” under the Tax Act and the Regulations for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a registered disability savings plan (“RDSP”), a registered education savings plan (“RESP”), a tax-free savings account (“TFSA”), first home savings account (“FHSA”), or a deferred profit sharing plan (“DPSP”), each as defined in the Tax Act, provided that the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV) or the Company is otherwise a “public corporation” (other than a “mortgage investment corporation”) within the meaning of the Tax Act.

Notwithstanding that an Offered Share may be a qualified investment for a TFSA, RRSP, RRIF, RESP, RDSP or FHSA (a “Registered Plan”), if the Offered Share is a “prohibited investment” within the meaning of the Tax Act for the Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. The Offered Shares will generally be a “prohibited investment” for a Registered Plan if the holder, annuitant or subscriber, as the case may be, does not deal at arm’s length with the Company for the purposes of the Tax Act or has a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan.

Holders, annuitants and subscribers of Registered Plans should consult their own tax advisors with respect to whether Offered Shares would be a prohibited investment having regard to their particular circumstances.

It is not anticipated that Registered Plans or a DPSP will subscribe for Offered Shares as Registered Plans and DPSPs, or the holders, annuitants, beneficiaries or subscribers of such Registered Plans or DPSPs, as the case may be, do not benefit from the investment tax credits and deduction of CEE renounced by the Company. Persons who may be intending to acquire Offered Shares in a Registered Plan or DPSP are urged to consult their own tax advisors.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a company incorporated under the BCBCA. The majority of our directors and officers and the experts named in this Prospectus Supplement are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and all of the Company’s assets are, located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under United States federal securities laws. It is unlikely to be a defence in a Canadian court to the enforcement of a judgment of a U.S. court that the judgment is predicated solely upon civil liability under U.S. federal securities laws or the securities or “blue sky” laws of any state within the United States. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of the liability predicated solely upon U.S. federal securities laws.

We have filed with the SEC, concurrently with our U.S. Registration Statement of which this Prospectus Supplement and Prospectus is a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System, 28 Liberty Street, New York, New York 10005, as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a U.S. court arising out of or related to or concerning the offering of securities under this Prospectus Supplement.

SHORT FORM BASE SHELF PROSPECTUS

NEW FOUND GOLD CORP.

Up to US$300,000,000

Common Shares
Warrants
Subscription Receipts
Units
Debt Securities

Share Purchase Contracts

This short form base shelf prospectus relates to the offering for sale from time to time, during the 25-month period that this short form base prospectus, including any amendments hereto, remains effective, of the securities of New Found Gold Corp. (the “Company”, “New Found”, “NFG”, “we”, “us” or “our”) listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to US$300,000,000. The securities may be offered by us or by our securityholders. The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.

In addition, the securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the securities separately, a combination of securities or any combination of, among other things, securities, cash and the assumption of liabilities.

The common shares of the Company (the “Common Shares”) are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “NFG” and on the NYSE American LLC (“NYSE American”) under the symbol “NFGC”. On May 22, 2025, being the last complete trading day prior to the date hereof, the closing price of the Common Shares on the TSXV and NYSE American was C$1.80 and US$1.31, respectively. Unless otherwise specified in an applicable prospectus supplement, debt securities, subscription receipts, units, warrants and share purchase contracts will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which the Company’s securities, other than the Company’s Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this short form base shelf prospectus. This may affect the pricing of the Company’s securities, other than the Company’s Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Company’s securities and the extent of issuer regulation. See “Risk Factors”.

We are permitted under a multijurisdictional disclosure system (the “MJDS”) adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, as a result, such financial statements may not be comparable to the financial statements of United States companies.

Acquiring the Company’s securities may subject you to tax consequences both in the United States and Canada. This short form base shelf prospectus or any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectus supplement with respect to any particular offering and consult your own tax advisor with respect to your own particular circumstances.

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. See “Statutory Rights of Withdrawal and Rescission”.

Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in British Columbia, Canada, the majority of our officers and directors and certain of the experts named in this prospectus are Canadian residents, and the underwriters, dealers or agents named in any prospectus supplement may be, residents of a country other than the United States and all of our assets are located outside of the United States.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No underwriter has been involved in the preparation of this short form base shelf prospectus or performed any review of the contents of this short form base shelf prospectus.

This short form base shelf prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the securities in such jurisdiction. All applicable information permitted under securities legislation to be omitted from this short form base shelf prospectus that has been so omitted will be contained in one or more prospectus supplements that will be delivered to purchasers together with this short form base shelf prospectus except in cases where an exemption from such delivery requirements is available. Each prospectus supplement will be incorporated by reference into this short form base shelf prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. You should read this short form base shelf prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this short form base shelf prospectus.

The Company’s securities may be sold pursuant to this short form base shelf prospectus by us or any selling securityholders through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us or our selling securityholders. In connection with any underwritten offering of securities, excluding an “at-the-market distribution” (an “ATM Distribution”) as defined in National Instrument 44-102 - Shelf Distributions (“NI 44-102”), the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an ATM Distribution undertaken pursuant to any prospectus supplement, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot or effect transactions which stabilize or maintain the market price of the securities offered.

This short form base shelf prospectus may qualify an ATM Distribution. The Company’s securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices, including sales in transactions that are deemed to be ATM Distributions, including sales made directly on the TSXV, NYSE American or other existing trading markets for the securities. See “Plan of Distribution”.

A prospectus supplement will set out the names of any underwriters, dealers or agents, or selling securityholders involved in the sale of the Company’s securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds the Company expects to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold by us or the selling securityholders and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this short form base shelf prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading “Cautionary Note Regarding Forward-Looking Statements” and consider such risks and information in connection with an investment in the securities. See “Risk Factors”.

The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the offering price, the designation, number and terms of the Common Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Common Shares, debt securities or warrants, as the case may be, and any other specific terms; (iv) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; (v) in the case of units, the designation, number and terms of the Common Shares, warrants, subscription receipts, share purchase contracts or debt securities comprising the units; and (vi) in the case of share purchase contracts, whether the share purchase contracts obligate the holder to purchase or sell or both purchase and sell Common Shares, whether the share purchase contracts are to be prepaid or not or paid in instalments, any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied, whether the share purchase contracts are to be settled by delivery, any provisions relating to the settlement of the share purchase contracts, the date or dates on which the sale or purchase must be made, whether the share purchase contracts will be issued in fully registered or global form and the material income tax consequences of owning, holding and disposing of the share purchase contracts. Where required by statute, regulation or policy, and where securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the securities will be included in the prospectus supplement describing the securities.

Investors should rely only on the information contained in or incorporated by reference into this short form base shelf prospectus and any applicable prospectus supplement. The Company has not authorized anyone to provide investors with different information. Information contained on the Company’s website shall not be deemed to be a part of this short form base shelf prospectus (including any applicable prospectus supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. The Company or any selling securityholders will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this short form base shelf prospectus is accurate as of any date other than the date on the face page of this short form base shelf prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.

The Company’s head office is located at 1055 West Georgia Street, Suite 2129, Vancouver, British Columbia V6E 3P3, Canada. The Company’s registered office is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5, Canada.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this short form base shelf prospectus. This description does not contain all of the information about us and the Company’s properties and business that you should consider before investing in any securities. You should carefully read the entire prospectus and the applicable prospectus supplement, including the section entitled “Risk Factors”, as well as the documents incorporated by reference into this short form base shelf prospectus and the applicable prospectus supplement, before making an investment decision.

Name, Address and Incorporation

New Found was incorporated under the Business Corporations Act (Ontario) as Palisade Resources Corp. on January 6, 2016. By articles of amendment effective June 20, 2017, the Company’s name was changed to New Found Gold Corp.

On June 23, 2020, the Company continued into British Columbia under the provisions of the Business Corporations Act, British Columbia, (the “BCBCA”). The Company’s head office is located at 1055 West Georgia Street, Suite 2129, Vancouver, British Columbia V6E 3P3, Canada. The Company’s registered office is located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5, Canada.

New Found is a reporting issuer in each of the provinces and territories of Canada. The Common Shares are listed on the TSXV and the NYSE American.

Business of the Company

New Found is a mineral exploration company involved in the identification, acquisition and exploration of mineral properties primarily in the Province of Newfoundland and Labrador. The Company’s exploration is focused on discovering and delineating gold resources. The Company has one material property: the Queensway Project located in Newfoundland, Canada (the “Queensway Project”, “Queensway”, the “Property” or “Project”). On March 24, 2025, the Company announced an initial Mineral Resource estimate for the Queensway Project. At present, the Queensway Project does not have any known mineral reserves.

Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired mineral properties with sufficient merit to warrant exploration; (ii) raised funds to progress the Company’s exploration activities on its mineral properties, as described herein; (iii) completed an initial Mineral Resource estimate for the Queensway Project; (iv) completed technical reports on the Queensway Project, including the current technical report titled “NI 43-101 Technical Report, Queensway Gold Project, Newfoundland and Labrador, Canada” with an effective date of March 18, 2025, prepared by Pierre Landry, P.Geo. of SLR Consulting (Canada) Ltd. (“SLR Consulting”), David M. Robson, P.Eng. of SLR Consulting, Lance Engelbrecht, P.Eng. of SLR Consulting, and Sheldon H. Smith, P.Geo. of Stantec Consulting Limited (“Stantec”), in compliance with NI 43-101 (the “Technical Report”); (v) undertaken exploration programs, including 650,000 metre drill program, on the Queensway Project; (vi) commissioned a preliminary economic assessment of the Queensway Project to be conducted by SLR Consulting and that is scheduled for completion in late second quarter of 2025; and (vii) retained directors, officers and employees with the skills required to successfully operate a public mineral exploration company.

For additional information with respect to the Company’s business, operations and financial condition, refer to its AIF, Annual MD&A and the other documents incorporated by reference into this short form base shelf prospectus available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. See “Documents Incorporated by Reference”.

Recent Developments

On March 24, 2025, the Company announced an initial Mineral Resource estimate for the Queensway Project.

On April 15, 2025, the Company announced that it has filed the Technical Report for the initial Mineral Resource estimate for the Queensway Project.

On April 14, 2025, the Company announced the sale of non-convertible senior secured notes of Maritime Resources Corp. held by the Company for gross proceeds of US$2,000,000 (approximately C$2,778,000).

On May 7, 2025, the Company announced the start of its 2025 work program on the Queensway Project.

Queensway Project

Summary

The Company commissioned SLR Consulting to prepare the Technical Report in compliance with NI 43-101 for its 100% owned Queensway Project, located near Gander, Newfoundland, Canada. The Technical Report documents all data and data collection procedures for the Queensway Project up until March 18, 2025. The Technical Report is titled “NI 43-101 Technical Report, Queensway Gold Project, Newfoundland and Labrador, Canada.” The effective date of the Technical Report is March 18, 2025 (the “Effective Date”).

The Qualified Persons for the Technical Report are Pierre Landry, P.Geo., Lance Engelbrecht, P. Eng. and David M. Robson, P.Eng. of SLR Consulting and Sheldon H. Smith, P.Geo. of Stantec. (each, a “Qualified Person” or “QP”). All authors are Qualified Persons as defined in NI 43-101 and are “independent” of the Company and the Queensway Project as defined in NI 43-101. Mr. Landry takes responsibility for overall preparation of the Technical Report, and all sections exclusive of 13, 14.13, 24 and related content in sections 1, 25 and 26. Mr. Robson takes responsibility for the preparation of Section 14.13 and related disclosure in Sections 1, 25 and 26 of the Technical Report. Mr. Engelbrecht takes responsibility for the preparation of Section 13 and related disclosure in Sections 1, 25 and 26 of the Technical Report. Mr. Smith takes responsibility for the preparation of Section 24 and related disclosure in Sections 1, 25 and 26 of the Technical Report. Mr. Landry and Mr. Robson, each of SLR Consulting, visited the Queensway Project on October 24 and 25, 2024. Mr. Smith of Stantec visited the Property on March 18, 2025.

The scientific and technical information in this section relating to the Queensway Project is derived from, and in some instances is a direct extract from, and is based on the assumptions, qualifications and procedures set out in, the Technical Report. Such assumptions, qualifications and procedures are not fully described in this short form base shelf prospectus and the following summary does not purport to be a complete summary of the Technical Report. Reference should be made to the full text of the Technical Report, which is available for review under NFG’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Capitalized terms used but not otherwise defined in this section have the meanings given to such terms in the Technical Report.

The technical content disclosed in this section was reviewed and approved by the authors of the Technical Report, each a Qualified Person as defined in NI 43-101.

Property Description, Location and Access

The Property consists of 7,024 claims across 103 mineral licences, covering a total area of 175,600 hectares (ha). It includes three main Mineral Resource areas: AFZ Core, AFZ Peripheral, and JBP. AFZ Core hosts several key gold (Au) zones, including Keats, Iceberg, Keats West, Lotto, Golden Joint, K2, etc. AFZ Peripheral contains the Big Vein, Pristine, HM, and Midway zones, while JBP features the H Pond, 1744, and Pocket Pond zones. The distance from AFZ Core to AFZ Peripheral is approximately 7.5 km, and from AFZ Core to JBP, approximately 5.5 km. The Project is in an early exploration stage.

The Project is located on the northeast portion of the Island of Newfoundland, Newfoundland and Labrador (“NL”), along the east coast of Canada (Figure 1). The Property is located approximately 15 km west of the Town of Gander, NL and can be accessed from Gander via the Trans-Canada Highway (the “TCH”), which passes through the Queensway North (“QWN”) and Twin Ponds claim areas. The approximate centre of the Project is UTM, Zone 21N, NAD83: 645000 m Easting, 5402000 m Northing.

The TCH provides road access across all of Newfoundland with an east-west distance of 928 km. The TCH passes through eight licenses in the QWN block and one license in the Twin Ponds block.

The Property can also be accessed by the Northwest Gander River Road, which runs on the west portion of the Queensway South (“QWS”) claims area from Gander Lake and crosses the river into the QWS claims. About halfway, at the steel bridge, approximately 15 km south of Gander Lake, additional access roads lead into the south Gander Lake area. Within the claims areas, most of the Project is accessible via gravel access roads, including the Appleton Fault Zone (“AFZ”) road, the H Pond Road to areas along the Joe Batt’s Pond Fault Zone (“JBPFZ”), and the Joe Batt’s Pond Road on the eastern margin of QWN in the cottage area. Many quad/harvester trails and winter roads provide excellent access for heavy equipment when required.

The areas in the far south of the QWS area are best reached by four wheel drive trucks and all-terrain vehicles (“ATV”) along resource roads that begin at the Bay d’Espoir Highway (Route 36), which spurs off the TCH at the Town of Bishop’s Falls, NL.

In addition to road and ATV access, the mineral licenses along the shores of Gander Lake can easily be accessed by boat. The Property can also be accessed by helicopter from the Newfoundland Helicopters base in the Town of Appleton and via Gander International Airport and from small craft float planes based near the international airport in Gander.

The nearest seaports are north of the TCH at the Towns of Lewisporte and Botwood, NL, which are approximately 40 km and 70 km, respectively by road from the Town of Glenwood, NL. Both port locations have excellent harbour facilities and capabilities.

The Town of Gander is located 15 km to the east of the QWN claims along the TCH. Gander has many amenities that one would expect to find in a major city: an international airport and most of the equipment and supplies required for exploration. The people of Gander are also a source for much of the labour required for NFG’s exploration programs.

The small Town of Appleton, located within the QWN claim area, hosts a helicopter base and an environmental remediation company. In the Appleton Industrial Park, NFG has purchased lots that host a fenced-in core yard, an office trailer and shipping containers for storage of sample pulps.

Electricity is available from the NL provincial grid, which has three electricity transmission corridors that cross the Queensway Project lands.

Figure 1: Queensway Project and Five Contiguously Defined Sub-Property ‘Blocks’
of Contiguous Mineral Licenses

Land Tenure

The Property is defined by 103 mineral licences that comprise 7,024 claims, with each claim having an area of 25 ha (500 m x 500 m). In total, the Property encompasses an area of 175,600 ha (1,756 km2). The licences can be separated spatially into groups, or blocks, based on their contiguous groupings. The blocks have no specific administrative or legal significance but are helpful in presenting and explaining a variety of exploration activities over a very large area. The blocks include:

A total of 92.2% of the claims are owned by NFG, with the remaining 7.8% owned by separate licence holders and are subject to a single option agreement (the “VOA Option Agreement”) between NFG and the current property owners (Aidan O’Neil, Suraj Amarnani, and Josh Vann).

Following the many changes in claim ownership, Palisade Resources Corp. (“Palisade”), later renamed to New Found Gold Corp. in June 2017, began to consolidate the large land package that now forms the Queensway Project.

The licences were acquired through 1) online map staking with the Government of NL, 2) the successful completion of a series of Option Agreements, and 3) some of the licences were originally acquired by Palisade, NFG’s predecessor.

On July 9, 2024, NFG acquired a 100% interest in Labrador Gold Corp.’s (“LabGold”) Kingsway Project. Pursuant to the acquisition, NFG issued to LabGold 5,263,157 Common Shares as consideration.

On May 17, 2024, NFG acquired a 100% interest in three mineral licences previously held by Sky Gold Corp. Pursuant to the acquisition, NFG purchased the licences for $35,000.

In addition, five licences are currently owned by separate licence holders and are subject to NFG satisfying conditions of the VOA Option Agreement between NFG and the current property owners (Aidan O’Neil, Suraj Amarnani, and Josh Vann).

The ownership for each of the four groups is further summarized as follows:

Mineral Tenure Information and Maintenance

Mineral rights in NL are managed by the Mineral Lands Division of the Department of Industry, Energy, and Technology (“IET”), which coordinates map-staking of Crown mineral licences through the online Mineral Lands Administration Portal. Within the area of a mineral licence, there are separate mineral claims, up to 256 coterminous claims per licence area.

With respect to mineral licence maintenance in NL, NFG must abide by two financial obligations to maintain the licences in good standing:

NFG’s remaining minimum exploration expenditure obligation for the entire Queensway Project as of March 31, 2025 is $228,397.03 with $1,589,256.57 in 2026. With the current drilling program plans scheduled to continue throughout 2025, and with ongoing surface reconnaissance and mapping activities, the money NFG spends on exploration will exceed the required minimum in 2025.

In each year of a mineral licence being issued, the minimum annual assessment work must be completed by the anniversary, unless there are excess exploration expenditures reported. After an expenditures due date, an assessment report must be submitted within 60 days of the anniversary date. Excess assessment work expenditures are credited to the licence and can be carried forward to satisfy the expenditure requirements in future years except for the transition to Year 20 when all expenditures are defaulted to Year 20 dues.

Any mineral licence holder who intends to conduct an exploration program must obtain mineral exploration approval (“MEA”) from the IET before the activity can commence.

Table 2 shows the renewal fee per claim for each of the five-year intervals. These fees are due every five years from Year 5 through Year 20, and then annually from Year 21 onward. NFG’s annual renewal fees for the licences that reach their renewal date in 2025 are $80,175.

Table 1: Minimum Expenditures for Mineral Claims in Newfoundland and Labrador

Table 2: Renewal Fees for Mineral Claims in Newfoundland and Labrador

Access and Surface Rights

Title to surface rights in Newfoundland is required only for the development of a mineral resource under a mining lease. For exploration activities, including both non-ground-disturbing and ground-disturbing work, licence holders must obtain an MEA and/or a letter of acceptance from the NL Department of Industry, Energy and Technology for all valid mineral licence(s) to be explored under the proposed program. These approvals regulate land use and environmental compliance but do not confer ownership of surface rights.

NFG does not own surface rights on the Project except for the Core Yard at Appleton. On an as-needed basis, NFG negotiates agreements that allow exploration activities to be conducted on property owned and administered by others:

In addition to stipulating the times when the Company can conduct work, and the nature of the work that is permitted, these agreements also specify the Company’s responsibility for restoring land to an acceptable condition following field activities.

For exploration activities on Crown Lands, approval is required from the Mineral Lands Division of the IET. The primary focus of these applications and approvals is to prevent or minimize adverse impacts on the environment, fish, and wildlife.

If the Project advances to the mine production stage, NFG would need to obtain surface rights by applying for a surface lease to the IET, accompanied by a legal survey. Surface leases are issued by the IET in consultation with the Minister appointed to administer the Lands Act.

To the best of the SLR Consulting QP’s knowledge, there are no significant factors, or risks that may affect access, or the right or ability of NFG to perform exploration work on the Property.

VOA Option Agreement

On November 2, 2022, NFG executed the VOA Option Agreement with Aidan O’Neil, Suraj Amarnani, Josh Vann, and VOA Exploration Inc., collectively referred to as the “Optionors”. The VOA Option Agreement grants NFG exclusive right and option to acquire a 100% title and interest in a property defined by five mineral licences: 035047M and 035197M, 035048M and 035198M, and 035050M, owned by Aidan O’Neil, Suraj Amarnani, and Josh Vann respectively (the “VOA Option”). The claims included in these five mineral licences represent 7.8% of the Property claims.

In connection with the grant of the VOA Option, NFG shall have the right to enter onto and occupy the optioned property to conduct activities as contemplated in the VOA Option Agreement.

For NFG to exercise the VOA Option, NFG shall 1) issue an aggregate of 487,078 common shares in capital of NFG (the “Share Issuances”) and 2) make aggregate cash payments of $2,350,000 (the “Cash Payments”) to the Optionors as follows:

The Company has already made cash payments and made Share Issuances pursuant to the VOA Option as follows:

NFG shall pay all Cash Payments and register all Common Shares issued under the VOA Option Agreement to VOA Exploration Inc. unless otherwise instructed in writing by the Optionors. VOA Exploration Inc. is the consortium of Vann, O’Neil, and Amarnani.

Upon NFG completing the Cash Payments and the Share Issuances set forth above, NFG will immediately be deemed to have exercised the VOA Option and acquired a 100% interest in the property free and clear of all encumbrances with no further action required by it resulting in the Optionors’ interest in the property being immediately transferred to NFG. The terms of the VOA Option Agreement do not include any mandatory work commitments, advanced royalty payments, or granting of royalties.

Royalties

Seventy-eight of the 103 Queensway Project mineral licences (76%) are currently subject to an NSR royalty; the other 25 licences are not subject to any royalty. Some royalties were formed within agreements between NFG and the various individuals and companies that optioned their mineral rights to NFG in return for financial compensation that included NSR royalties. Others arise from financing provided by GoldSpot Discoveries Corp. (“GoldSpot”) in 2019. All claims acquired after the NFG-GoldSpot Agreement execution date and contiguous to the NFG-GoldSpot Agreement original claims are subject to a 1% NSR royalty to GoldSpot less royalties at the time of acquisition. Currently, the NSR royalties range from 0.4% to 3.0% for the 78 licences subject to an NSR royalty.

Royalties associated with the NFG-Labrador Gold Corp. Purchase Agreement state that mineral licences 027636M, 207637M, and 035204M are subject to a 1% NSR plus $1 per ounce of gold in the ‘indicated mineral resource’ and `measured mineral resource’ categories, as defined by Canadian Institute of Mining, Metallurgy and Petroleum CIM Definition Standards for Mineral Resources and Mineral reserves (“CIM (2014) definitions”). In addition, an advance royalty of $50,000 per annum will be payable, at the election of the Royalty Holder, in cash or common shares, commencing on March 3, 2026, and continuing each year thereafter until commencement of commercial production.

Many of NFG’s option and financing agreements have included a buyback provision that allows the Company to reduce the NSR royalty by making a lump sum payment to the holder of the royalty. For example, on November 15, 2021, NFG announced that it had exercised its buyback option and entered into three royalty purchase agreements to acquire a total of 0.6% NSR related to the Linear and JBP Linear Properties. These royalties, originally granted under a 2016 agreement, cover key areas of the Queensway Project, including the Keats, Golden Joint, and Lotto discoveries. Following the transaction, a 0.4% NSR remains on the Keats-Golden Joint-Lotto-Big Dave corridor. Were NFG to exercise all of its buyback rights, the NSR royalties would range between 0.5% and 1.0% for the 28 licences that are subject to a NSR royalty.

The SLR QP is not aware of any environmental liabilities or other restrictions to NFG’s exploration activities, outside the established 300 m Gander Lake Buffer, wetland and watercourse buffers of 30 m to 100 m along Gander River and Gander Lake Tributaries. Exploration can generally be conducted year-round once the necessary approvals have been received from the Mineral Lands Division, Environment and Climate Change, and/or from the relevant municipal governments and individual property owners.

The Company has no reason to assume that NFG will not obtain the necessary permits to advance the Project, provided regulatory requirements continue to be met.

History

The extensive historical exploration of the Queensway Project was completed by multiple operators and prospectors, spanning over four decades, from the 1980s through to early 2024. The exploration methods used include surface geochemical sampling, trenching, drilling, and airborne and ground geophysical surveys.

Surface geochemical sampling covers the widest geographical extent of the Project, and amounts to approximately 3,500 till samples, over 600 stream and lake sediment samples, 6,500 rock samples, and over 27,000 soil samples. This extensive data set has identified several gold-in-soil or gold-in-till anomalies that have led to surface gold discoveries.

A total of over 330 trenches have been historically completed across the Project, targeting previously discovered gold-in-soil and gold-in-till anomalies. Over 1,600 channel samples were taken from trenches that reached bedrock, with the remaining trenches open to further exploration.

A total of 16 companies completed 766 drill holes (totalling 133,181.1 m) over the history of the Project. The majority were diamond drill holes, with a portion of holes completed using rotary air blasting (“RAB”) and reverse circulation (“RC”) techniques. Much of the historical drilling occurred north of Gander Lake along the two principal fault zones: AFZ and JBPFZ.

Over 50 historical airborne and ground geophysical surveys have been conducted throughout the Project; including very low frequency electromagnetic, electromagnetic, magnetic, induced polarization, versatile time domain electromagnetic and controlled source audio-frequency magnetotellurics. Most of the geographical extent of these geophysical surveys is concentrated along either the AFZ and JBPFZ, or in the QWS claims group around the Pauls Pond and Greenwood Pond gold showings.

Table 3: Summary of Historic Exploration Work Completed on the Queensway Project

Table 4: Summary of Historic Drilling at Queensway

Geological Setting, Mineralization and Deposit Types

The Project is situated in the northeastern Canadian portion of the Appalachian Orogen, which extends from Scandinavia in the north to Georgia, U.S., in the south.

The geology of the Property constitutes a poly-deformed fold and thrust belt that overprints Cambrian continental shelf rocks, Ordovician ophiolitic and marine carbonate/siliciclastic rocks, Silurian shallow marine/terrestrial sequences, and Silurian magmatic rocks. The Appleton and JBP faults are major structures that transect the Queensway Project and are spatially associated with epizonal gold mineralization.

Gold mineralization at the Property has been identified in several gold zones in both the QWN and QWS blocks. In general, these gold zones are interpreted to be indicative of an orogenic epizonal gold system, and are characterized by:

The Queensway Project is classified as an orogenic gold deposit, a globally significant deposit type that hosts some of the richest gold systems known.

Exploration

The Project consists of an extensive land package that encompasses over 110 km of strike on the AFZ and JBPFZ that, through continued exploration, have demonstrated a spatial relationship to the known gold discoveries. The extensive glacial cover limits outcrop exposure but since 2016, NFG has made considerable advancements in their ground field activities, utilizing exploration techniques such as soil and till sampling, and trenching to identify potential bedrock sources of gold mineralization advancing many targets to the drilling phase.

NFG has conducted a variety of ground exploration programs since 2016, including prospecting, geochemical sampling (till, soil, rock and channel (Table 5)), trenching, geological/structural mapping, geophysical surveys, and satellite imagery. A yearly summary of theses activities can be found in the subsections of Section 9 of the Technical Report.

Table 5: Sampling Summary from NFG’s Exploration at the Queensway Property

Drilling

Since 2019, and up until November 1, 2024 a total of 587,696 m of drilling and channel sampling in 2,437 holes and channels has been completed by NFG. This drilling and channel sampling has expanded the known mineralization at Keats and led to the discovery, and subsequent expansion, of Lotto, Golden Joint, Keats North, Keats West, Iceberg, K2, and numerous other zones.

The majority of the exploration drilling completed to date has been focused on a 3 km (“AFZ Core area”) long segment of the AFZ and is largely limited to the top 250 m vertical depth. At QWN alone, NFG controls over 22 km of strike along the AFZ. The Project offers the potential to 1) expand known discoveries at depth within the AFZ Core area, 2) identify new near-surface discoveries along strike of the main discovery area, and 3) advance existing targets and identify new targets at QWS and along the JBPFZ.