New Found Gold Announces US$75 Million Term Sheet to Advance Queensway Development

Rhea-AI Summary

New Found Gold (NYSE American: NFGC) entered a non-binding term sheet for up to US$75,000,000 in senior secured debt to fund development of the 100% owned Queensway project. Funding is in two tranches (US$50M and US$25M), at 9.25% fixed interest for 24 months, with warrants and first-lien security.

Proceeds will support long-lead procurement, early construction, Pine Cove mill expansion, and working capital to advance a construction decision toward first production in late 2027.

Positive

• US$75M committed in a term sheet to fund Queensway development
• Tranche 1: US$50M available at closing to accelerate early works
• Loan secured by first-lien interests across subsidiaries and assets
• Warrants provide non-cash lender compensation aligned with equity upside

Negative

• High fixed cost of debt: 9.25% annual interest plus fees
• Short initial term: 24 months could pressure near-term refinancing or cash flow
• Warrants equal aggregate value of US$5.625M, diluting shareholders if exercised

Key Figures

Loan Facility size: US$75,000,000 Tranche 1 funding: US$50,000,000 Tranche 2 funding: US$25,000,000 +5 more

8 metrics

Loan Facility size US$75,000,000 Maximum senior secured loan facility for Queensway development

Tranche 1 funding US$50,000,000 Initial funding at closing under Loan Facility

Tranche 2 funding US$25,000,000 Additional funding up to 15 months after closing, if required

Interest rate 9.25% annually Fixed rate on Loan Facility, payable quarterly in arrears

Administration fee 0.50% annually Basis for quarterly administration fee on Loan Facility

Loan term 24 months Initial term of Loan Facility with option for 6‑month extension

Tranche 1 warrants value US$3,750,000 Aggregate value of warrants issued at closing with Tranche 1

Tranche 2 warrants value US$1,875,000 Aggregate value of warrants tied to Tranche 2

Market Reality Check

Price: $2.60 Vol: Volume 1,137,005 is below...

low vol

$2.60 Last Close

Volume Volume 1,137,005 is below the 20-day average of 2,171,084, indicating muted pre-news activity. low

Technical Shares at $2.60 are trading above the 200-day MA at $2.18 and about 27.58% below the 52-week high of $3.59.

Peers on Argus

Among key gold peers, several were down pre-news: DC -3.57%, CMCL -3.24%, GAU -2...

1 Up

Among key gold peers, several were down pre-news: DC -3.57%, CMCL -3.24%, GAU -2.08%, GROY -2.22%, while IDR rose 2.49%. Momentum scanner flagged only THM up 3.75% with no news, suggesting moves were not part of a broad, news-driven sector trend.

Historical Context

5 past events · Latest: Feb 26 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 26	Hammerdown PEA	Positive	-5.7%	Preliminary Economic Assessment and updated mineral resource for Hammerdown project.
Feb 2	Drill results	Positive	+0.7%	High‑grade at‑surface gold intercepts from Keats zone grade‑control drilling.
Jan 26	EPCM contract	Positive	+0.6%	Phase 1 EPCM contract to advance Queensway off‑site milling strategy.
Jan 21	Drill program start	Positive	-1.6%	Start of 2026 Queensway drill program with new K2 infill results.
Jan 7	Year-end review	Positive	+0.7%	Recap of 2025 milestones including MRE, PEA metrics and financings.

Pattern Detected

Recent project and drilling updates often saw modest price moves, with a mix of aligned and divergent reactions to generally positive news.

Recent Company History

Over the past few months, New Found Gold has steadily advanced Queensway and Hammerdown. A Jan 21 update launched the 2026 Queensway drill program with multiple high‑grade intercepts. On Jan 26, the company entered a Phase 1 EPCM contract for Queensway, followed by a strong 2025 milestone recap on Jan 7. February brought a high‑grade Keats drill release on Feb 2 and a Hammerdown PEA on Feb 26. Today’s loan term sheet directly supports the same Queensway development path and Pine Cove mill strategy highlighted in these filings.

Market Pulse Summary

This announcement details a non‑binding term sheet for an up to US$75M senior secured Loan Facility ...

Analysis

This announcement details a non‑binding term sheet for an up to US$75M senior secured Loan Facility to fund Queensway Phase 1, Pine Cove mill upgrades, and working capital. It complements recent EPCM and PEA milestones, tightening alignment between engineering, permitting and financing. Key elements to watch include final definitive documentation, the 9.25% fixed rate and 24‑month term, warrant issuance totaling US$5.625M in value, and satisfaction of TSXV and lender approvals that condition closing.

Key Terms

senior secured debenture, original issue discount, warrants, volume weighted average price, +2 more

6 terms

senior secured debenture financial

"the Loan Facility will be documented by way of a senior secured debenture"

A senior secured debenture is a loan-style bond that ranks near the top of a company’s debt and is backed by specific assets as collateral. For investors it means greater protection if the issuer runs into trouble—holders have first claim on the pledged assets, so they’re more likely to recover money than holders of junior or unsecured debt; that typically translates into lower risk and correspondingly lower yield, similar to a mortgage backed by a house versus an unsecured personal loan.

original issue discount financial

"funds to be advanced reflect principal amounts subject to an original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

warrants financial

"the Company will issue ... non-transferable warrants for the purchase of common shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

volume weighted average price financial

"a 25% premium to the lower of the volume weighted average price of the common shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

term sheet financial

"it has entered into a non-binding term sheet for an up to US$75,000,000 loan facility"

A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.

break fee financial

"The term sheet includes a mutual break fee in the event of a termination"

A break fee is a pre-agreed payment one party must make if it backs out of a merger, acquisition, or other major deal, acting like a penalty for walking away. It matters to investors because it can shift the financial outcome of a deal — protecting the party left behind, discouraging frivolous bids, and altering expected cash flows or takeover premiums that affect shareholder value.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - March 5, 2026) - New Found Gold Corp. (TSXV: NFG) (NYSE American: NFGC) ("New Found Gold" or the "Company") is pleased to announce that it has entered into a non-binding term sheet for an up to US$75,000,000 loan facility (the "Loan Facility").

The proceeds from the Loan Facility will be used as financing for the development of the Company's 100% owned Queensway Gold Project ("Queensway" or the "Project") in Newfoundland and Labrador, Canada, including the procurement of long lead items, early construction activities, upgrading and expanding the Company's 100% owned Pine Cove Mill to accommodate Queensway Phase 1 off-site milling, and general working capital purposes. The Loan Facility, alongside cashflow from the Hammerdown Gold Project ("Hammerdown"), is an important component of the Company's overall finance strategy.

"We are pleased to enter into the term sheet for this debt financing, which will support Phase 1 of our flagship Queensway Gold Project and enable us to remain on track with the development timeline outlined in our 2025 PEA," commented Keith Boyle, CEO of New Found Gold. "Once the Loan Facility is in place, we will be well capitalized as we advance towards a formal construction decision later this year, taking us closer to production at Queensway, which showcases a solid low-cost production profile via a phased mine plan, near-term cash flow generation and significant upside through exploration, as we aim for first production in late 2027."¹

Pursuant to the non-binding term sheet, the Loan Facility will be documented by way of a senior secured debenture and advanced in two tranches: US$50,000,000 to be funded at closing ("Tranche 1") and, subject to the satisfaction of certain conditions and if required by the Company, an additional US$25,000,000 to be funded no later than 15 months after closing ("Tranche 2") at no additional standby fee. Both tranches will be subject to customary arrangement fees. The Loan Facility will bear interest at a fixed annual rate of 9.25% payable quarterly in arrears and will have a term of 24 months, and will be subject to a quarterly administration fee based on a fixed annual fee of 0.50%. The Company will have the option to extend the term by an additional six months. The funds to be advanced reflect principal amounts subject to an original issue discount, which will increase if the term is extended.

In connection with the Loan Facility and subject to the approval of the TSX Venture Exchange ("TSXV"), the Company will issue to Nebari Natural Resources Credit Fund II, LP (the "Lender") at closing non-transferable warrants for the purchase of common shares in the Company. The warrants issued in connection with Tranche 1 will have an aggregate value of US$3,750,000, and the warrants issued in connection with Tranche 2 will have an aggregate value of US$1,875,000. Each warrant will be exercisable for one common share of the Company at an exercise price equal to a 25% premium to the lower of the volume weighted average price of the common shares of the Company on the TSXV for the 20 trading days prior to (a) the date hereof, and (b) the date the warrants are issued, provided that the exercise price will not be below the market price as determined by the TSXV. The warrants will be exercisable for a period of 24 months following closing. If the Company extends the term of the loan by an additional six months, the expiration date of the warrants will also be extended by six months if permitted by the TSXV.

All direct and indirect subsidiaries of the Company will guarantee the Loan Facility. The Company and such guarantors will secure the Loan Facility with first-lien security interests over all of their present and after-acquired real and personal property.

The provision of the Loan Facility remains subject to customary conditions precedent, such as the negotiation, execution, delivery and registration of definitive financing documents, completion of due diligence to the Lender's satisfaction, receipt of all necessary corporate and regulatory approvals (including approval of the TSXV), and approval by the Lender's Investment Committee. The term sheet includes a mutual break fee in the event of a termination by either party prior to closing.

Cutfield Freeman & Co. Ltd. ("CF&Co"), an independent global mining finance advisory firm, is acting as financial advisors to the Company in relation to the Loan Facility and its overall project finance strategy (see the New Found Gold press release dated November 28, 2025).

The Company appreciates the interest from other finance providers who were willing to support New Found Gold and were eager to be part of our Company's growth.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of warrants in any state in which such offer, solicitation or sale would be unlawful. The warrants have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and applicable state securities laws.

About New Found Gold Corp.

New Found Gold is an emerging Canadian gold producer with assets in Newfoundland and Labrador, Canada. The Company holds a 100% interest in Queensway and Hammerdown, which includes the Hammerdown deposit and fully permitted milling and tailings facilities. The Company is currently focused on advancing its flagship Queensway to production and bringing the Hammerdown deposit into commercial gold production.

In July 2025, the Company completed a PEA at Queensway (see New Found Gold press release dated July 21, 2025). Recent drilling continues to yield new discoveries along strike and down dip of known gold zones, pointing to the district-scale potential that covers a +110 km strike extent along two prospective fault zones at Queensway.

Through 2025 New Found Gold built a new board of directors and management team and has a solid shareholder base which includes cornerstone investor Eric Sprott. The Company is focused on growth and value creation.

Keith Boyle, P.Eng.
Chief Executive Officer
New Found Gold Corp.

Contact

For further information on New Found Gold contact us through our investor inquiry form at https://newfoundgold.ca/contact/ or contact:

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

Follow us on social media at https://www.linkedin.com/company/newfound-gold-corp and https://x.com/newfoundgold.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information
This press release contains certain "forward-looking statements" within the meaning of Canadian and United States securities legislation, including statements regarding the non-binding term sheet for the Loan Facility; the proposed terms of the Loan Facility, including the amounts to be funded and the timing thereof; the arrangement and administration fees; the interest rate; the term of the Loan Facility; the terms of the warrants to be issued in connection with the Loan Facility, including the aggregate value of each tranche, the calculation of the exercise price and the exercise period; the guarantees and security interests to be granted in connection with the Loan Facility; the expected use of proceeds; the Company's overall finance strategy; the Company's advancement towards a formal construction decision at Queensway; the future production at Queensway; and the Company's focus on growth and value creation. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "interpreted", "intends", "estimates", "projects", "aims", "suggests", "indicate", "often", "target", "future", "likely", "pending", "potential", "encouraging", "goal", "objective", "prospective", "possibly", "preliminary", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange and NYSE American, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the Company's ability to complete exploration and drilling programs as expected, possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of exploration results and the results of the metallurgical testing program, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects. The reader is urged to refer to the Company's Annual Information Form and Management's Discussion and Analysis, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca and on the website of the United States Securities and Exchange Commission at www.sec.gov for a more complete discussion of such risk factors and their potential effects.

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¹ See the New Found Gold technical report titled "NI 43-101 Technical Report for the Queensway Gold Project, Newfoundland and Labrador, Canada", dated Sept. 2, 2025 prepared by SLR Consulting (Canada) Ltd.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286276

FAQ

What are the principal terms of New Found Gold's US$75M loan for Queensway (NFGC)?

The loan is a senior secured facility up to US$75M, advanced in two tranches with a 24‑month term. According to the company, Tranche 1 is US$50M at closing and Tranche 2 is US$25M available within 15 months if required.

How will New Found Gold (NFGC) use proceeds from the US$75M Loan Facility?

Proceeds will fund long‑lead procurements, early construction and Pine Cove mill expansion. According to the company, funds also cover off‑site milling upgrades and general working capital to advance Phase 1 development.

What are the cost and security features of the NFGC loan facility?

The facility bears a fixed 9.25% annual interest rate, quarterly fees, and first‑lien security. According to the company, all direct and indirect subsidiaries will guarantee the loan and grant first‑priority security interests.

What equity upside does the lender receive under New Found Gold's (NFGC) term sheet?

The lender will receive non‑transferable warrants valued at US$3.75M (Tranche 1) and US$1.875M (Tranche 2). According to the company, warrants exercise at a 25% premium to the 20‑day VWAP, subject to TSXV rules.

How does the loan affect New Found Gold's (NFGC) development timeline to production?

The company says the financing supports staying on track for a construction decision this year and aims for first production in late 2027. According to the company, the loan plus Hammerdown cashflow are key parts of the finance plan.