Newfoundland Discovery Announces Debt Settlement Transaction

Rhea-AI Summary

Newfoundland Discovery (OTC: NEWDF) announced a debt settlement to extinguish CAD$414,000 of creditor obligations by issuing units at CAD$0.09 each. Each unit comprises one common share and one warrant exercisable at CAD$0.12 for four years. Securities are subject to a four-month-plus-one-day hold period and CSE approval. Issued securities will not be registered under the U.S. Securities Act and cannot be offered in the U.S. without registration or an exemption.

Positive

• Debt reduction of CAD$414,000
• Uses equity issuance to conserve cash
• Warrants extend potential upside for creditors for 4 years

Negative

• Share dilution from units issued at CAD$0.09
• Potential warrant overhang with exercise at CAD$0.12
• Debt settlement subject to CSE approval

Toronto, Ontario--(Newsfile Corp. - March 6, 2026) - NEWFOUNDLAND DISCOVERY CORP. (CSE: NEWD) (OTC Pink: NEWDF) (FSE: M4K0) ("Newfoundland Discovery" or "the Company") announces that the Company has entered into debt settlement agreements with certain creditors (the "Creditors") to settle CAD$414,000 in debt (the "Debt Settlement").

Pursuant to the Debt Settlement, the Company shall issue units (the "Units") at a price of $0.09 per Unit. Each Unit will consist of one common share in the capital of the Company (a "Share") and one transferable share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable to acquire one additional Share at an exercise price of CDN$0.12 per Share for a period of four (4) years from the date of issuance.

All securities issued in connection with the Debt Settlement are subject to a statutory hold period of four (4) months plus a day from the date of issuance in accordance with applicable securities legislation. The Debt Settlement remains subject to CSE approval.

The securities issued pursuant to the Debt Settlement have will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Newfoundland Discovery Corp.
Newfoundland Discovery Corp. (CSE: NEWD) (OTC Pink: NEWDF) is a Canadian junior mining exploration Company, with a primary focus on the exploration and development of mineral assets in active Canadian mining districts. Our portfolio of projects includes lithium prospects in the Hearst, Ontario district, a portfolio of precious and base metal projects in Newfoundland, and a strategic early-mover foothold on projects in the Detour Lake Gold Mine district of Ontario.

On Behalf of the Board of Directors,
NEWFOUNDLAND DISCOVERY CORP.

"Jeremy Prinsen"
President, CEO & Director

Corporate Communications
Phone: +1 (604) 440-8474
Email: info@newfoundlanddiscovery.com
Website: www.newfoundlanddiscovery.ca

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts no responsibility for the adequacy or accuracy of this release.

Forward-Looking Statement

This news release may contain certain "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events, or results, or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286613

FAQ

What debt did Newfoundland Discovery (NEWDF) settle on March 7, 2026?

The company agreed to settle CAD$414,000 of debt by issuing units at CAD$0.09 each. According to the company, each unit includes one share plus one warrant exercisable at CAD$0.12 for four years.

How many shares and warrants will NEWDF issue per unit in the debt settlement?

Each unit contains one common share and one transferable warrant exercisable for one share. According to the company, warrants are valid for four years at an exercise price of CAD$0.12 per share.

What are the terms of the warrants issued by Newfoundland Discovery (NEWDF)?

Warrants are exercisable to acquire one share at CAD$0.12 per share for a four-year period. According to the company, the warrants accompany units issued at CAD$0.09 per unit as part of the settlement.

Will the securities issued in NEWDF's debt settlement be tradable immediately?

No, securities are subject to a statutory hold period of four months plus one day from issuance. According to the company, the hold period complies with applicable securities legislation and restrictions apply for U.S. persons.

Does NEWDF's debt settlement require regulatory approval or US registration?

The debt settlement remains subject to CSE approval and issued securities will not be registered under the U.S. Securities Act. According to the company, U.S. offers or sales require registration or a valid exemption.