Exhibit 99.1
| | | | | | | | |
| | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| | For the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, unless otherwise stated) |
TABLE OF CONTENTS
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Condensed consolidated interim statements of financial position | 2 |
Condensed consolidated interim statements of loss and comprehensive loss | 3 |
Condensed consolidated interim statements of cash flows | 4 |
Condensed consolidated interim statements of changes in equity | 5 |
Notes to the consolidated financial statements | |
1. | Nature of operations and going concern | 6 |
2. | Basis of presentation | 6 |
3. | Material accounting policy information | 7 |
4. | Acquisition of Maritime Resources Corp. | 9 |
5. | Receivables | 10 |
6. | Inventories | 10 |
7. | Investments | 11 |
8. | Property, plant and equipment | 12 |
9. | Exploration and evaluation properties | 13 |
10. | Accounts payable and accrued liabilities | 14 |
11. | Flow-through share premium | 14 |
12. | Other current liabilities | 14 |
| 13 | Loans payable | 15 |
| 14 | Reclamation and closure cost provisions | 16 |
| 15 | Share capital and reserves | 17 |
| 16 | Related party transactions | 20 |
| 17 | Basic and diluted loss per share | 21 |
| 18 | Revenue | 21 |
| 19 | Operating expenses | 22 |
| 20 | General and administrative expenses | 22 |
| 21 | Cash flow disclosures | 22 |
| 22 | Financial instruments | 23 |
| | |
Condensed Consolidated Interim Statements of Financial Position At September 30, 2026 and December 31, 2025 (Unaudited, expressed in Canadian Dollars) |
| | | | | | | | | | | | | | | | | |
| | | September 30, 2026 | | December 31, 2025 (1) |
| Note | | $ | | $ |
| Assets | | | | | |
| | | | | |
| Current assets | | | | | |
| Cash and cash equivalents | | | 167,111,584 | | | 58,838,699 | |
| Receivables | 5 | | 6,995,542 | | | 4,325,473 | |
| Inventories | 4,6 | | 21,013,297 | | | 4,722,848 | |
| Investments | 7 | | 9,902,863 | | | 8,895,559 | |
| Prepayments and deposits | | | 2,463,116 | | | 3,353,473 | |
| | | 207,486,402 | | | 80,136,052 | |
| Non-current assets | | | | | |
| Property, plant and equipment | 8 | | 292,385,208 | | | 250,544,133 | |
| Exploration and evaluation assets | 9 | | 77,958,361 | | | 77,664,022 | |
| Goodwill | 4 | | 124,536,089 | | | 124,536,089 | |
| Other assets | | | 3,409,547 | | | 2,616,726 | |
| Total assets | | | 705,775,607 | | | 535,497,022 | |
| | | | | |
| Liabilities and Equity | | | | | |
| | | | | |
| Current liabilities | | | | | |
| Accounts payable and accrued liabilities | 10 | | 31,255,849 | | | 12,339,524 | |
| | | | | |
| Current tax liability | | | 2,211,541 | | | – | |
| Flow-through share premium | 11 | | – | | | 8,677,099 | |
| Other current liabilities | 12 | | 6,746,724 | | | 654,832 | |
| | | 40,214,114 | | | 21,671,455 | |
| Non-current liabilities | | | | | |
| Loans payable | 13 | | 60,389,760 | | | 503,417 | |
| Lease liabilities | | | 1,122,316 | | | 340,155 | |
| Deferred income tax liabilities | 4 | | 90,226,222 | | | 82,492,946 | |
| Reclamation and closure cost provisions | 14 | | 10,353,004 | | | 10,870,068 | |
| Total liabilities | | | 202,305,416 | | | 115,878,041 | |
| | | | | |
| Shareholders’ equity | | | | | |
| Share capital | 15 | | 827,665,284 | | | 703,264,118 | |
| Reserves | 15 | | 40,857,240 | | | 42,820,506 | |
| Warrants | 15 | | 27,426,887 | | | 30,349,683 | |
| Deficit | | | (392,479,220) | | | (356,815,326) | |
| Total shareholders’ equity | | | 503,470,191 | | | 419,618,981 | |
| Total liabilities and shareholders’ equity | | | 705,775,607 | | | 535,497,022 | |
(1) see Note 4
Nature of operations and going concern (Note 1)
Subsequent events (Note 15)
These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on November 10, 2026. They are signed on the Company’s behalf by:
| | | | | | | | |
| “Paul Huet” | | “Allen Palmiere” |
| Director | | Director |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| | |
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, 2026 | | Three Months Ended September 30, 2025 | | Nine Months Ended September 30, 2026 | | Nine Months Ended September 30, 2025 |
| Note | | $ | | $ | | $ | | $ |
| Revenue | 18 | | 41,579,812 | | | – | | | 67,189,809 | | | – | |
| | | | | | | | | |
| Cost of Sales | | | | | | | | | |
| Operating expenses | 19 | | 22,540,580 | | | – | | | 44,625,061 | | | – | |
| Selling expenses | | | 468,920 | | | – | | | 633,430 | | | – | |
| | | 23,009,500 | | | – | | | 45,258,491 | | | – | |
| Income from mine operations | | | 18,570,312 | | | – | | | 21,931,318 | | | – | |
| | | | | | | | | |
| Expenses | | | | | | | | | |
| Exploration and evaluation | 9 | | 14,654,674 | | | 13,423,595 | | | 42,022,145 | | | 27,794,432 | |
| General and administrative | 20 | | 3,099,315 | | | 3,081,478 | | | 10,844,323 | | | 8,617,468 | |
| Share-based compensation | 15 | | 1,474,292 | | | 766,158 | | | 4,970,612 | | | 2,125,090 | |
| | | 19,228,281 | | | 17,271,231 | | | 57,837,080 | | | 38,536,990 | |
| Loss from operations | | | (657,969) | | | (17,271,231) | | | (35,905,762) | | | (38,536,990) | |
| Other income (expenses) | | | | | | | | | |
| Settlement of flow-through share premium | 11 | | 3,124,124 | | | 3,495,191 | | | 8,677,099 | | | 4,249,959 | |
| Gains on investments | 7 | | 572,250 | | | 361,729 | | | 1,007,304 | | | 1,088,582 | |
| Interest, accretion and financing expenses | | | (1,899,050) | | | (3,409) | | | (3,101,928) | | | (12,882) | |
| Interest income | | | 1,179,576 | | | 511,795 | | | 2,283,247 | | | 892,946 | |
| Other expenses | | | (229,100) | | | (38,869) | | | (315,958) | | | (127,052) | |
| | | 2,747,800 | | | 4,326,437 | | | 8,549,764 | | | 6,091,553 | |
| Income (loss) before income and mining taxes | | | 2,089,831 | | | (12,944,794) | | | (27,355,998) | | | (32,445,437) | |
| Mining tax expenses - current | | | (2,211,541) | | | – | | | (2,211,541) | | | – | |
| Income and mining tax expenses - deferred | | | (6,992,096) | | | – | | | (7,733,272) | | | – | |
| Net loss and comprehensive loss for the period | | | (7,113,806) | | | (12,944,794) | | | (37,300,811) | | | (32,445,437) | |
| | | | | | | | | |
| Loss per share – basic and diluted | 17 | | (0.02) | | (0.06) | | (0.14) | | (0.15) |
| Weighted average number of shares outstanding | | | | | | | | | |
| Basic and diluted | 17 | | 323,904,901 | | | 235,018,399 | | | 259,853,577 | | | 214,761,519 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Statements of Cash Flows For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2026 | | Three Months Ended September 30, 2025 | | Nine Months Ended September 30, 2026 | | Nine Months Ended September 30, 2025 |
| $ | | $ | | $ | | $ |
| Operating cash flows | | | | | | | |
| Loss for the period | (7,113,806) | | | (12,944,794) | | | (37,300,811) | | | (32,445,437) | |
| Adjustments for: | | | | | | | |
| Depreciation | 9,101,404 | | | 183,182 | | | 9,775,805 | | | 582,363 | |
| Gains on investments | (572,250) | | | (361,729) | | | (1,007,304) | | | (1,088,582) | |
| Change in estimate of reclamation and closure cost provisions | 300,878 | | | – | | | 450,387 | | | – | |
| Accretion on reclamation and closure cost provisions | 85,060 | | | – | | | 236,817 | | | – | |
| Interest income | (1,179,576) | | | – | | | (2,283,247) | | | (74,468) | |
| Interest expense | 2,115,119 | | | 3,409 | | | 3,178,894 | | | 12,882 | |
| Gain on sale of secured notes | – | | | – | | | – | | | (55,911) | |
| Income and mining tax expenses | 9,203,637 | | | – | | | 9,944,813 | | | – | |
| Revaluation of secured notes | – | | | 105,799 | | | – | | | 105,799 | |
| Foreign exchange loss (gain) | 23,999 | | | (135,422) | | | (19,357) | | | – | |
| Settlement of flow-through share premium | (3,124,124) | | | (3,495,191) | | | (8,677,099) | | | (4,249,959) | |
| Share-based compensation | 1,474,292 | | | 766,158 | | | 4,970,612 | | | 2,125,090 | |
| Interest received | 887,820 | | | – | | | 1,837,104 | | | – | |
| Operating cash flow before changes in non-cash working capital | 11,202,453 | | | (15,878,588) | | | (18,893,386) | | | (35,088,223) | |
| Change in non-cash working capital (Note 21) | (17,969,254) | | | (149,213) | | | (12,393,829) | | | 374,522 | |
| Net cash and cash equivalents used in operating activities | (6,766,801) | | | (16,027,801) | | | (31,287,215) | | | (34,713,701) | |
| | | | | | | |
| Investing cash flows | | | | | | | |
| Purchases of exploration and evaluation assets | (224,060) | | | (1,425) | | | (294,339) | | | (746,221) | |
| Proceeds on disposal of investments | – | | | – | | | – | | | 752,634 | |
| Proceeds from sale of secured notes | – | | | – | | | – | | | 2,778,000 | |
| Purchases of property, plant and equipment | (18,644,155) | | | (231,692) | | | (38,615,392) | | | (365,948) | |
| Other assets | (186,997) | | | (173,025) | | | (959,547) | | | (173,025) | |
| Net cash and cash equivalents (used in) from investing activities | (19,055,212) | | | (406,142) | | | (39,869,278) | | | 2,245,440 | |
| | | | | | | |
| Financing cash flows | | | | | | | |
| Proceeds of repayable government contribution | 277,649 | | | – | | | 872,915 | | | – | |
| Issuance of common shares in a private placement | – | | | 20,000,001 | | | – | | | 20,000,001 | |
| Issuance of common shares in equity offering | – | | | – | | | 115,055,200 | | | 63,480,000 | |
| Share issue costs | (63,646) | | | (308,094) | | | (6,063,298) | | | (3,912,782) | |
| Proceeds from Senior Secured Credit Facility | – | | | – | | | 69,300,000 | | | – | |
| Debt financing costs | – | | | – | | | (1,832,088) | | | – | |
| Stock options exercised | – | | | 1,441,400 | | | 2,108,767 | | | 1,797,025 | |
| Warrants exercised | 1,410,986 | | | – | | | 2,697,624 | | | – | |
| Repayment of loans | (2,393,504) | | | – | | | (2,454,401) | | | – | |
| Lease principal payments | (89,980) | | | (10,431) | | | (229,722) | | | (53,912) | |
| Loan and lease interest payments | (16,237) | | | (3,409) | | | (45,276) | | | (12,882) | |
| Net cash and cash equivalents (used in) from financing activities | (874,732) | | | 21,119,467 | | | 179,409,721 | | | 81,297,450 | |
| Effect of exchange rate fluctuations on cash and cash equivalents | (24,080) | | | 30,289 | | | 19,657 | | | (10,616) | |
| Net (decrease) increase in cash and cash equivalents | (26,720,825) | | | 4,715,813 | | | 108,272,885 | | | 48,818,573 | |
| Cash and cash equivalents at beginning of the period | 193,832,409 | | | 66,420,308 | | | 58,838,699 | | | 22,317,548 | |
| Cash and cash equivalents at end of the period | 167,111,584 | | | 71,136,121 | | | 167,111,584 | | | 71,136,121 | |
Supplemental disclosure with respect to cash flows (Note 21)The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Condensed Consolidated Interim Statements of Changes in Equity For the nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except per share amounts) |
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| Share Capital | | Reserves | | | | |
| Number | | Amount | | Equity settled share-based payments | | Warrants | | Deficit (1) | | Total equity |
| of shares | | $ | | $ | | $ | | $ | | $ |
| Balance at January 1, 2025 | 200,457,994 | | 341,346,716 | | | 34,984,503 | | | 3,918 | | | (309,764,432) | | | 66,570,705 | |
| Issued in prospectus offering | 28,980,000 | | 63,480,000 | | | – | | | – | | | – | | | 63,480,000 | |
| Issued in private placement | 12,269,939 | | 20,000,001 | | | – | | | – | | | – | | | 20,000,001 | |
| Flow-through premium | – | | (16,242,600) | | | – | | | – | | | – | | | (16,242,600) | |
| Share issue costs | – | | (3,912,782) | | | – | | | – | | | – | | | (3,912,782) | |
| Stock options exercised | 1,329,329 | | 3,151,654 | | | (1,354,629) | | | – | | | – | | | 1,797,025 | |
| Share-based compensation | – | | – | | | 2,084,281 | | | – | | | – | | | 2,084,281 | |
| Loss and comprehensive loss for the period | – | | – | | | – | | | – | | | (32,445,437) | | | (32,445,437) | |
| Balance at September 30, 2025 | 243,037,262 | | 407,822,989 | | | 35,714,155 | | | 3,918 | | | (342,209,869) | | | 101,331,193 | |
| Balance at January 1, 2026 | 342,329,665 | | 703,264,118 | | | 42,820,506 | | | 30,349,683 | | | (356,815,326) | | | 419,618,981 | |
| Shares issued in equity offering (Note 15) | 38,870,000 | | 115,055,200 | | | – | | | – | | | – | | | 115,055,200 | |
| Share issue costs (Note 15) | – | | (6,063,298) | | | – | | | – | | | – | | | (6,063,298) | |
| Warrants issued to EdgePoint (Note 13) | – | | – | | | – | | | 2,740,000 | | | – | | | 2,740,000 | |
| Warrants exercised (Note 15) | 2,547,136 | | 8,360,420 | | | – | | | (5,662,796) | | | – | | | 2,697,624 | |
| Stock options exercised (Note 15) | 1,501,964 | | 4,587,247 | | (2,478,480) | | – | | – | | 2,108,767 | |
| RSUs settled (Note 15) | 682,000 | | 2,461,597 | | (2,461,597) | | – | | – | | – | |
| Share-based compensation (Note 15) | – | | – | | 2,976,811 | | – | | 1,636,917 | | 4,613,728 | |
| Loss and comprehensive loss for the period | – | | – | | – | | – | | (37,300,811) | | (37,300,811) | |
| Balance at September 30, 2026 | 385,930,765 | | 827,665,284 | | | 40,857,240 | | | 27,426,887 | | | (392,479,220) | | | 503,470,191 | |
(1) See Note 4
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
1. NATURE OF OPERATIONS AND GOING CONCERN
New Found Gold Corp. (“New Found Gold” or the “Company”) was incorporated on January 6, 2016, under the Business Corporations Act in the Province of Ontario. On September 23, 2020, the Company continued as a British Columbia corporation under the Business Corporations Act in the Province of British Columbia. The Company’s shares are listed on the Toronto Stock Exchange (“TSX”) and on the NYSE American Stock Exchange in the United States under the symbol “NFGC”. The Company’s registered office is located at Suite 3500, The Stack, 1133 Melville Street, Vancouver, British Columbia V6E 4E5.
The Company is principally engaged in the production and sale of gold, as well as the acquisition, exploration, evaluation and development of resource properties with a focus on gold properties located in Newfoundland and Labrador, Canada. The Company’s gold production and sales activities commenced after its acquisition of all of the issued and outstanding shares of Maritime Resources Corp. (“Maritime”) on November 13, 2025 (Note 4). As part of the transaction, the Company acquired Maritime’s Hammerdown Gold Project (“Hammerdown”) and Pine Cove Mill (“Pine Cove”). During the quarter ended September 30, 2026, the Company achieved commercial production at Hammerdown.
These condensed consolidated interim financial statements (herein referred to as “consolidated financial statements”) have been prepared assuming the Company will continue on a going concern basis and do not include adjustments to amounts and classifications of assets and liabilities that might be necessary, should the Company be unable to continue operations. Such adjustments could be material. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. As at September 30, 2026, the Company had an accumulated deficit of $392,479,220 and shareholders’ equity of $503,470,191. In addition, the Company has a working capital surplus, calculated as current assets less current liabilities, of $167,272,288, consisting primarily of cash and cash equivalents, receivables, investments and inventories. For the three and nine months ended September 30, 2026, the Company incurred a net loss of $7,113,806 and $37,300,811, respectively, and negative cash flow from operating activities of $6,766,801 and $31,287,215, respectively.
On April 27, 2026, the Company completed a finance package consisting of (i) a bought deal equity financing of 38,870,000 common shares at $2.96 per share for aggregate gross proceeds of $115,055,200, and (ii) a $105,000,000 senior secured credit facility with EdgePoint Investment Group Inc. (“EdgePoint”), the $70,000,000 first tranche of which the Company had drawn on May 15, 2026 (collectively, the "Finance Package"). While the Company has been successful in closing these financing arrangements, its continuation as a going concern remains dependent on its ability to maintain steady-state production at the Hammerdown Gold Project, advance the Queensway Gold Project to first production, and continue to access additional financing, including the optional second tranche under the EdgePoint credit facility, project-level financing, further equity financing or other arrangements, to fund the substantial capital and operating expenditures required to bring the Queensway Gold Project into production. Although the Company has been successful in raising financing in the past, there is no assurance that it will be able to do so in the future, nor is there any assurance that the terms of any future debt or project financing obtained will be favourable to the Company. These conditions give rise to material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern.
2. BASIS OF PRESENTATION
These consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements do not include all of the disclosures required by International Financial Reporting Standards (“IFRS”) as issued by the IASB for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025.
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Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
These consolidated financial statements are expressed in Canadian dollars and have been prepared on a historical cost basis except for financial instruments classified as subsequently measured at fair value and certain financial assets and liabilities measured at present value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 10, 2026. Certain comparative figures on the consolidated statement of financial position, consolidated statement of loss and comprehensive loss, and consolidated statement of cash flows have been reclassified to conform to the current period presentation.
3. MATERIAL ACCOUNTING POLICY INFORMATION
(a)Accounting policies
The accounting policies applied in these consolidated financial statements are the same as those applied in the Company’s audited consolidated financial statements for the year ended December 31, 2025 except as follows:
Government grants and government assistance
Government grants, including the benefit of government loans at below-market rates of interest, are recognized when there is reasonable assurance that the Company will comply with the conditions attaching to the grant and that the grant will be received.
Government loans that bear interest at a rate that is below the prevailing market rate of interest are initially measured at fair value, calculated as the present value of the contractual cash flows discounted at a market rate of interest for a similar instrument. The benefit of the below-market rate of interest is measured as the difference between the proceeds received and the fair value of the loan and is accounted for as a government grant in accordance with IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. Government grants related to assets are deducted from the carrying amount of the related asset. The grant is recognized in profit or loss over the useful life of the depreciable asset by way of a reduced depreciation charge. Government grants related to expense items are recognized in profit or loss in the same period in which the related expenses are recognized, by way of a reduction of the related expense.
Subsequent to initial recognition, government loans are measured at amortized cost using the effective interest method, with the related accretion of the discount reflected within "Interest, accretion and financing expenses" in the consolidated statement of loss and comprehensive loss.
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments –Amendments to IFRS 9 and IFRS 7. These amendments updated classification and measurement requirements in IFRS 9, Financial Instruments and related disclosure requirements in IFRS 7, Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
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Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
The Company has assessed the impact of these amendments on its financial instruments, including its senior secured credit facility with EdgePoint (Note 13). The Company has not elected to apply the option to derecognize a financial liability before its settlement date where payment is made through an electronic payment system; accordingly, scheduled interest and principal on the facility are derecognized when the obligation is settled on the payment date. The facility's contractual features, including the optional and mandatory prepayment provisions and the default interest provision, relate to basic lending risks and costs (interest-rate risk and the Company's credit risk) rather than to a contingent event unrelated to those risks, and therefore do not give rise to the additional disclosures introduced by the amendments. The amendments have no impact on the classification or measurement of the facility.
The amendments were effective for periods beginning on or after January 1, 2026, and adoption of these amendments did not have an effect on the Company’s consolidated financial statements.
(b)Significant judgments, estimates and assumptions
The significant judgments, estimates and nature of assumptions made by management in applying the Company’s accounting policies are consistent with those applied in the audited consolidated financial statements for the year ended December 31, 2025, except as follows:
Available for use assessment over Hammerdown and Pine Cove assets
Determining when the Hammerdown Mine and the Pine Cove Mill are in the location and condition necessary to be capable of operating in the manner intended by management is a matter of significant judgment. Until that point, directly attributable costs are capitalized and no depreciation or depletion is recognized. In making this assessment, the Company considers a range of factors, which depend on the specific facts and circumstances, including:
•the completion of substantially all major capital expenditures necessary for the mine and mill to operate in the manner intended by management;
•the completion of a reasonable period of commissioning and testing of the mine, mill and related equipment;
•the ability to produce gold in saleable form;
•the ability to sustain a pre-determined level of throughput, with gold recoveries and head grades near expected levels; and
•the ability to sustain ongoing production of mineralized material.
No single factor is determinative. The thresholds applied are set below design capacity, as the assessment considers whether the assets are capable of operating as intended rather than at full capacity.
(c)Accounting pronouncements
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), which replaces IAS 1, Presentation of Financial Statements (“IAS 1”). IFRS 18 retains many of the requirements of IAS 1 but introduces significant changes in the following key areas:
The statement of profit or loss will be required to present three new defined categories: operating, investing, and financing, with specified subtotals including operating profit and profit before financing and income taxes. The classification of income and expenses into these categories is based on the nature of the entity's main business activities.
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Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
IFRS 18 also introduces requirements for entities to disclose management-defined performance measures ("MPMs") in the notes to the financial statements. MPMs are subtotals of income and expenses that are used in public communications outside the financial statements, that complement the totals and subtotals specified by IFRS Standards, and that communicate management's view of an aspect of the entity's financial performance. Companies will be required to provide reconciliations of MPMs to the most directly comparable subtotal specified by IFRS 18, along with disclosure of the income tax effect and effect on non-controlling interests. In addition, IFRS 18 introduces enhanced guidance on aggregation and disaggregation of financial information in the primary financial statements and the notes, including principles for grouping items that share similar characteristics, and for providing useful labels for line items.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on the presentation and disclosure in its consolidated financial statements.
4. ACQUISITION OF MARITIME RESOURCES CORP.
On November 13, 2025 (the "Closing Date"), the Company completed the acquisition of all of the issued and outstanding common shares of Maritime that it did not already own pursuant to a plan of arrangement (the "Transaction"). The Transaction was accounted for as a business combination under IFRS 3, Business Combinations. Total consideration of $311,044,914 was satisfied by the issuance of New Found Gold common shares, replacement options and warrants, and the fair value of Maritime shares previously held by the Company. The consideration transferred and the principal assets acquired (including the Hammerdown, Pine Cove) and the Nugget Pond Hydrometallurgical Gold Plant) are described in Note 5 to the Company's audited consolidated financial statements for the year ended December 31, 2025.
The following table summarizes the recognized amounts of the assets acquired and liabilities assumed as of the Closing Date, as adjusted during the measurement period:
| | | | | | | | | | | | | | | | | | | | |
| | Preliminary |
| Net assets acquired: | | November 13, 2025 | | Adjustments(1) | | November 13, 2025 (Revised) |
| Cash | | $9,028,587 | | $– | | $9,028,587 |
| Receivables | | 1,644,055 | | | – | | | 1,644,055 | |
| Inventories | | 10,075,453 | | | (5,164,927) | | | 4,910,526 | |
| Prepaids and deposits | | 2,943,423 | | | – | | | 2,943,423 | |
| Property and equipment (Note 8) | | 70,508,742 | | | – | | | 70,508,742 | |
| Mining interests (Note 8) | | 167,737,597 | | | – | | | 167,737,597 | |
| Exploration and evaluation assets (Note 9) | | 29,929,410 | | | – | | | 29,929,410 | |
| Goodwill | | 121,074,297 | | | 3,461,792 | | | 124,536,089 | |
| Accounts payable and accrued liabilities | | (9,421,347) | | | – | | | (9,421,347) | |
| Loans payable | | (620,238) | | | – | | | (620,238) | |
| Lease liabilities | | (486,195) | | | – | | | (486,195) | |
| Reclamation and closure cost provisions | | (7,327,000) | | | – | | | (7,327,000) | |
| Deferred income tax liabilities | | (84,041,870) | | | 1,703,135 | | | (82,338,735) | |
| Total assets acquired, net of liabilities | | $311,044,914 | | $– | | $311,044,914 |
(1) During the nine months ended September 30, 2026, the Company obtained new information about the fair value of in-circuit gold inventory acquired at the Closing Date that was not available at the time the preliminary purchase price allocation was prepared. As a result, the Company revised the fair value of inventories acquired by $5,164,927, deferred income tax liabilities by $1,703,135 and goodwill by $3,461,792, recognized as at November 13, 2025.As a consequence of the change in the fair value of inventories at the Closing Date, the Company recognized a decrease in cost of sales of $1,070,507 for the period from the Closing Date to December 31, 2025, with a related
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
increase in deferred income and mining tax expense of $548,781. The net impact of $521,726 on the net loss for the year ended December 31, 2025 is reflected in the cumulative deficit as part of the consolidated statement of changes in equity for the year ended December 31, 2025. The comparative information presented in the condensed consolidated interim statement of financial position at December 31, 2025 has been retrospectively revised to reflect the effect of these changes.
Of the $29,929,410 of exploration and evaluation (“E&E”) assets recognized in the preliminary purchase price allocation, $22,000,000 was attributed to the Orion underground deposit, which was measured at fair value using an adjusted implied value per ounce with reference to market multiples from comparable transactions, and $7,929,410 related to other E&E properties that were carried at historical cost as an approximation of fair value. These other properties had no established mineral resource or reserve at the acquisition date; their carrying amounts comprise the cost of acquiring the mineral rights together with exploration expenditures (including drilling, geology and geophysics) that a market participant would incur to acquire the properties and reproduce the associated geological data.
At September 30, 2026, the fair values of the assets acquired and liabilities assumed continue to be determined on a provisional basis and are subject to change pending completion of the valuation process. The procedures still necessary to complete the fair value determination include completing the assessment of the technical data acquired, and finalizing the related fair value and deferred tax inputs. These determinations will be completed within the measurement period, which ends no later than November 13, 2026, and could result in material revisions to the amounts allocated to these assets and liabilities.
5. RECEIVABLES
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Sales tax receivable | $6,455,676 | | $4,323,080 |
| Interest receivable | 446,861 | | | 718 | |
| Other | 93,005 | | 1,675 |
| $6,995,542 | | $4,325,473 |
6. INVENTORIES
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 (As revised – Note 4) |
| Stockpiled mineralized material | $15,943,527 | | $1,604,549 |
| Work-in-process | 1,958,524 | | | 1,366,911 | |
| Finished goods | 638,363 | | | 1,120,998 | |
| Supplies and consumables | 2,472,883 | | | 630,390 | |
| $21,013,297 | | $4,722,848 |
No write-downs or reversals were recognized during the three and nine months ended September 30, 2026 (three and nine months ended September 30, 2025 - $nil). For the three and nine months ended September 30, 2026, the Company recognized $22,540,580 and $44,625,061 of inventory cost in operating expenses, respectively (three and nine months ended September 30, 2025 - $nil).
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
7. INVESTMENTS
Investments consisted of the following as at September 30, 2026 and December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Shares | | Cost | | Fair Value | | Shares | | Cost | | Fair Value |
Epic Gold Corp (formerly Exploits Discovery Corp.) (1) | 831,493 | | $2,659,473 | | $174,613 | | 4,157,466 | | $2,659,473 | | $311,809 |
| Kirkland Lake Discoveries Corp. | 28,612,500 | | 2,861,250 | | | 9,728,250 | | | 28,612,500 | | 2,861,250 | | | 8,583,750 | |
| | | $5,520,723 | | $9,902,863 | | | | $5,520,723 | | $8,895,559 |
(1) On February 13, 2026, Exploits Discovery Corp. announced a corporate rebranding, including a name change to Epic Gold Corp. On May 25, 2026, it announced a 5-for-1 share consolidation of all its issued and outstanding securities. The total number of shares held by the Company has been adjusted to reflect the share consolidation. The Company had no disposition of shares of Epic Gold Corp. and no change in the cost base of these shares were made during the three and nine months ended September 30, 2026. An analysis of investments including related gains and losses for the nine months ended September 30, 2026 and year ended December 31, 2025 is as follows:
| | | | | | | | | | | |
| Nine months ended | | Year ended |
| September 30, 2026 | | December 31, 2025 |
| Investments, beginning of period | $8,895,559 | | $926,019 |
| Disposal of investments | – | | | (752,634) | |
| Realized gains on investments | – | | | 160,701 | |
| Unrealized gains on investments | 1,007,304 | | | 979,160 | |
| Transferred from investment in associates | – | | | 7,582,313 | |
| Investments, end of period | $9,902,863 | | $8,895,559 |
Investments represent investments in public companies that are quoted on an active exchange and are measured using the quoted market price of these companies.
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
8. PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | | | | | | | | | | | | | |
| Property, plant and equipment | | Mining interests | | Construction- in-progress | | Total |
| Cost | | | | | | | |
| Balance, January 1, 2025 | $11,392,729 | | $– | | $– | | $11,392,729 |
Maritime Acquisition(1) (Note 4) | 57,237,532 | | | 167,737,597 | | | 13,271,209 | | | 238,246,338 | |
| Adjustment to reclamation provisions | 1,081,882 | | | 413,457 | | | – | | | 1,495,339 | |
| Additions | 1,366,671 | | | 658,824 | | | 1,548,182 | | | 3,573,677 | |
| Balance, December 31, 2025 | 71,078,814 | | | 168,809,878 | | | 14,819,391 | | | 254,708,083 | |
| Additions | 8,038,609 | | | – | | | 44,282,212 | | | 52,320,821 | |
| Disposals | (79,452) | | | – | | | (150,730) | | | (230,182) | |
| Transfer from construction-in-progress | 10,968,212 | | | – | | | (10,968,212) | | | – | |
| Contribution received (Note 13) | – | | – | | (237,826) | | | (237,826) | |
| Adjustment to reclamation provisions | (73,917) | | | (227,265) | | | – | | | (301,182) | |
| Balance, September 30, 2026 | $89,932,266 | | $168,582,613 | | $47,744,835 | | $306,259,714 |
| | | | | | | |
| Accumulated Depreciation | | | | | | | |
| Balance, January 1, 2025 | $3,336,071 | | $– | | $– | | $3,336,071 |
Depreciation(2) | 827,879 | | | – | | | – | | | 827,879 | |
| Balance, December 31, 2025 | 4,163,950 | | – | | – | | 4,163,950 |
| Disposals | (65,250) | | | – | | | – | | | (65,250) | |
Depreciation(3) | 2,986,068 | | | 6,789,737 | | | – | | | 9,775,805 | |
| Balance, September 30, 2026 | $7,084,768 | | $6,789,737 | | $– | | $13,874,505 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Property, plant and equipment | | Mining interests | | Construction- in-progress | | Total |
| Net book value | | | | | | | |
| At December 31, 2025 | $66,914,864 | | $168,809,878 | | $14,819,391 | | $250,544,133 |
| At September 30, 2026 | $82,847,498 | | $161,792,875 | | $47,744,835 | | $292,385,208 |
(1) Maritime Acquisition amounts represent the fair values of the acquired assets at the close of the Transaction. Plant and equipment acquired includes $449,532 of right-of-use assets.(2) Additions for the year ended December 31, 2025 include $77,341 of depreciation capitalized to inventories.
(3) Additions for the nine months ended September 30, 2026 include $9,090,387 of depreciation capitalized to inventories.
During the three and nine months ended September 30, 2026, mineral interests and plant and equipment of $10,968,212 at the Hammerdown Mine and the Pine Cove Mill were determined to be capable of operating in the manner intended by management, as a result, the Company commenced depreciation and depletion of the related assets.
During the three and nine months ended September 30, 2026, borrowing costs of $230,994 and $236,940, respectively, were capitalized to construction-in-progress (three and nine months ended September 30, 2025 - $nil).
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
9. EXPLORATION AND EVALUATION PROPERTIES
The schedules below summarize the carrying amounts of acquisition costs and exploration expenditures incurred to date for each exploration and evaluation asset that the Company is continuing to explore as at September 30, 2026 and December 31, 2025:
(a)Exploration and evaluation assets
| | | | | | | | | | | | | | | | | |
| Newfoundland |
| Queensway | | Others | | Total |
| Balance, December 31, 2024 | $34,390,976 | | $114,508 | | $34,505,484 |
| Claim staking, option payments and license renewal costs | 377,988 | | | 41,382 | | | 419,370 | |
| Acquisition cost – Maritime Resources Corp. (Note 4) | – | | | 29,929,410 | | | 29,929,410 | |
| Acquisition cost – Epic (formerly Exploits) | 12,548,526 | | | – | | | 12,548,526 | |
| Acquisition cost – Other claims | 261,232 | | | – | | | 261,232 | |
| Balance, December 31, 2025 | 47,578,722 | | | 30,085,300 | | | 77,664,022 | |
| Acquisition cost – Epic (formerly Exploits) | 16,465 | | | – | | | 16,465 | |
| Claim staking & license renewal costs | 99,016 | | | 178,858 | | | 277,874 | |
| Balance, September 30, 2026 | $47,694,203 | | $30,264,158 | | $77,958,361 |
(b)Exploration and evaluation expenses
| | | | | | | | | | | | | | | | | |
| Newfoundland |
| Queensway | | Others | | Total |
| Cumulative exploration expense, December 31, 2024 | $267,847,694 | | $575,695 | | $268,423,389 |
| Assaying and metallurgical testing | 5,089,668 | | | – | | | 5,089,668 | |
| Drilling | 15,995,380 | | | – | | | 15,995,380 | |
| Trenching | 499,146 | | | – | | | 499,146 | |
| Environmental, permitting and reclamation | 1,026,461 | | | – | | | 1,026,461 | |
| Geological and geophysical studies | 1,638,692 | | | 135,402 | | | 1,774,094 | |
| Personnel, consulting and overheads | 11,592,629 | | | – | | | 11,592,629 | |
| Technical studies and resource evaluation | 3,350,234 | | | 30,734 | | | 3,380,968 | |
| Property holding and other costs | 2,022,061 | | | – | | | 2,022,061 | |
| 41,214,271 | | | 166,136 | | | 41,380,407 | |
| Cumulative exploration expense, December 31, 2025 | $309,061,965 | | $741,831 | | $309,803,796 |
| | | | | | | | | | | | | | | | | |
| Newfoundland |
| Queensway | | Others | | Total |
| Cumulative exploration expense, December 31, 2025 | $309,061,965 | | $741,831 | | $309,803,796 |
| Assaying and metallurgical testing | $4,128,672 | | $10,668 | | $4,139,340 |
| Drilling | 14,524,022 | | | – | | | 14,524,022 | |
| Trenching | 278,916 | | | – | | | 278,916 | |
| Environmental, permitting and reclamation | (255,083) | | | 16,799 | | | (238,284) | |
| Geological and geophysical studies | 3,258,497 | | | 291,074 | | | 3,549,571 | |
| Personnel, consulting and overheads | 10,684,965 | | | 2,066,486 | | | 12,751,451 | |
| Technical studies and resource evaluation | 4,624,196 | | | 1,500 | | | 4,625,696 | |
| Property holding and other costs | 2,347,655 | | | 43,778 | | | 2,391,433 | |
| 39,591,840 | | | 2,430,305 | | | 42,022,145 | |
| Cumulative exploration expense, September 30, 2026 | $348,653,805 | | $3,172,136 | | $351,825,941 |
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Accounts payable | $11,689,789 | | $8,684,103 |
| Accrued liabilities | 19,536,560 | | | 3,651,432 | |
| Due to related parties (Note 16) | 29,500 | | | 3,989 | |
| $31,255,849 | | $12,339,524 |
11. FLOW-THROUGH SHARE PREMIUM
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Balance, beginning of period | $8,677,099 | | $– |
| Liability incurred on flow-through shares issued | – | | | 16,242,600 | |
| Settlement of flow-through share premium on expenditures incurred | (8,677,099) | | | (7,565,501) | |
| $– | | $8,677,099 |
Flow-through share arrangements entitle the holder of the flow-through share to a 100% tax deduction in respect of qualifying Canadian exploration expenses as defined in the Income Tax Act of Canada (“Qualifying CEE”).
During the three and nine months ended September 30, 2026, the Company incurred $10,876,904 and $30,517,930, respectively (three and nine months ended September 30, 2025 – $12,127,255 and $14,746,070, respectively) in Qualifying CEE and amortized a total of $3,124,124 and $8,677,099, respectively (three and nine months ended September 30, 2025 – $3,495,191 and $4,249,959, respectively) of its flow-through share premium liabilities. The flow-through share premium liability does not represent a cash liability to the Company and is to be fully amortized to the statement of loss and comprehensive loss pro-rata with the amount of qualifying expenditures that will be incurred. As at September 30, 2026, the Company has incurred sufficient Qualifying CEE and extinguished all of its flow-through premium liabilities.
During the three and nine months ended September 30, 2026, the Company incurred $25,353 and $238,311, respectively (three and nine months ended September 30, 2025 - $67,143 and $67,143, respectively) in Part XII.6 tax in respect of unspent flow-through proceeds renounced under the Look-Back Rule, in accordance with the Income Tax Act of Canada.
12. OTHER CURRENT LIABILITIES
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Share-based compensation (Note 15) | $– | | $357,058 |
| Current portion of lease liabilities | 210,942 | | | 197,497 | |
| Current portion of loans payable | 6,535,782 | | | 100,277 | |
| $6,746,724 | | $654,832 |
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
13. LOANS PAYABLE
| | | | | | | | | | | | | | | | | |
| September 30, 2026 | December 31, |
| Senior Secured Credit Facility | ACOA Repayable Contribution | Vehicle Loans | Total | 2025 |
| Balance, beginning of period | $– | $– | $603,694 | $603,694 | $– |
| Drawdown | 69,300,000 | | 635,089 | | 328,725 | | 70,263,814 | | 621,710 | |
| Allocation to warrants | (2,740,000) | | – | | – | | (2,740,000) | | – | |
| Financing costs | (1,832,088) | | – | | – | | (1,832,088) | | – | |
| Payments | (2,307,675) | | (48,750) | | (109,169) | | (2,465,594) | | (19,921) | |
| Interest and accretion | 3,055,279 | | 29,076 | | 11,361 | | 3,095,716 | | 1,905 | |
| Balance, end of period | $65,475,516 | $615,415 | $834,611 | $66,925,542 | $603,694 |
| Less: current portion | (6,256,421) | | (125,078) | | (154,283) | | (6,535,782) | | (100,277) | |
| Non-current portion | $59,219,095 | $490,337 | $680,328 | $60,389,760 | $503,417 |
EdgePoint Senior Secured Credit Facility
On April 20, 2026, the Company entered into a credit agreement (the “Credit Agreement”) with EdgePoint for a senior secured credit facility of up to $105,000,000 (the “Facility”), comprised of Tranche 1 ($70,000,000) and Tranche 2 ($35,000,000). The Facility bears interest at a fixed rate of 8.75% per annum, payable quarterly in arrears, and matures three years from the drawdown of Tranche 1. Each tranche is subject to a 2.00% original issue discount and a 1.00% establishment fee, deductible from the proceeds at the Company's election. The Company incurred total transaction costs of $1,832,088 related to the Facility.
Tranche 1 was fully drawn on May 15, 2026 (the “Tranche 1 Drawdown Date”) and the Company received total cash proceeds of $69,300,000, net of the establishment fee. Tranche 2 is available at the Company's election at any time up to 12 months after the Tranche 1 Drawdown Date, subject to satisfaction of customary conditions precedent. Tranche 2 had not been drawn as at September 30, 2026.
In connection with Tranche 1 drawdown, the Company issued EdgePoint 2,489,818 common share purchase warrants (the “Tranche 1 Warrants”) on the Tranche 1 Drawdown Date. Each warrant entitles the holder to purchase one common share (each, a “Common Share”) of the Company at an exercise price of $3.30 per Common Share and is exercisable until May 15, 2029.
The Company may prepay the outstanding principal amount of either tranche, in whole or in part at a minimum of $1,000,000, at any time on two business days' notice, without penalty or premium (the “Optional Prepayment Right”). The Company is also required to prepay the Facility, without premium, from the net proceeds of certain asset dispositions, incurrence of non-permitted debt, and insurance proceeds in excess of $1,000,000 in a trailing twelve-month period, subject to customary reinvestment rights (the “Mandatory Prepayment Provisions”).
The Company identified the Facility as a compound financial instrument in accordance with IFRS 9 Financial Instruments and IAS 32, Financial Instruments: Presentation. The liability host component is classified as a debt instrument and measured at amortized cost. The Tranche 1 Warrants offered EdgePoint the right to purchase a fixed number of the Company’s shares at a fixed price and are classified as equity instruments and not remeasured in future periods. The prepayment options included in the Facility are embedded derivatives that are closely related to the debt host and are valued together with the liability component.
Upon initial recognition on the Tranche 1 Drawdown Date, the total cash proceeds were allocated to the liability component at its fair value of $66,560,000, with the balance of $2,740,000 allocated to the Tranche 1 Warrants and
recorded as equity. Total transaction costs of $1,832,088 incurred were deducted against the fair value of liability component. The liability component is amortized over its three-year term at an effective interest rate of 13.16%. As
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
at September 30, 2026, the amortized cost of the liability was $65,475,516, with $6,256,421 classified as current and $59,219,095 as non-current. During the nine months ended September 30, 2026, the Company recognized $3,055,279 in interest expense representing total interest payments of $2,307,675 and accretion expense of $747,604.
Under the Credit Agreement, the Company is required to maintain a minimum consolidated cash balance of $3,000,000, and a positive consolidated working capital balance which, as defined in the Credit Agreement, excludes ore and raw-material inventory, the current portion of the Credit Facility, and the current portion of any reclamation and closure cost provision. The Company was in compliance with both covenants at September 30, 2026.
ACOA Loan
On March 24, 2026, the Company received the first drawdown of $595,266 under a repayable contribution agreement with the Atlantic Canada Opportunities Agency (“ACOA”) under the REGI – Business Scale-Up and Productivity program (Project No. 226929) (the "ACOA Contribution Agreement"), which provides for a non-interest-bearing, unsecured repayable contribution of up to $975,000 in respect of eligible project costs relating to the upgrade of the Pine Cove Mill. The contribution is repayable in 60 equal monthly principal installments commencing July 1, 2026.
On initial recognition, the loan component was measured at fair value of $427,480 and is included within loans payable. At initial recognition, the loan was calculated as the present value of the contractual cash flows discounted at an estimated market rate of interest of 12.50% per annum. The benefit of the below-market interest rate, totaling $167,786, was accounted for as a government contribution deducted from the carrying amount of the Pine Cove Mill within property, plant and equipment.
On August 24, 2026, the Company received the second drawdown of $277,649 of the ACOA loan. At initial recognition, consistent with the valuation of the first drawdown, the loan component was measured at fair value of $207,609. Government contribution of $70,040 was recognized against the carrying amount of the Pine Cove Mill within property, plant and equipment.
As at September 30, 2026, the amortized cost of the liability was $615,415, with $125,078 classified as current and $490,337 as non-current. During the three and nine months ended September 30, 2026, total interest and accretion expense recognized for the loan was $15,578 and $29,076, respectively (three and nine months ended September 30, 2025 - $nil).
14. RECLAMATION AND CLOSURE COST PROVISIONS
The Company recognizes a provision for future reclamation and closure costs associated with disturbances resulting from exploration, development and operating activities at its properties. The reclamation liability reflects management’s best estimate of the present value of the expenditures required to settle the obligation at the end of the expected operating life of the assets, consistent with reclamation and closure plans submitted or to be submitted to the applicable regulatory authorities.
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
The movement in the Company’s reclamation and closure cost provisions is as follows:
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Balance, beginning of period | $10,870,068 | | $2,426,378 |
| Change in reclamation and closure cost estimates | (763,675) | | | 1,229,082 | |
| Reclamation costs incurred | (37,175) | | | (151,052) | |
| ARO accretion | 283,786 | | | 38,660 | |
| Maritime Acquisition (Note 4) | – | | 7,327,000 |
| Balance, end of period | $10,353,004 | | $10,870,068 |
On an ongoing basis, the Company evaluates its estimates and assumptions, and future expenditures could differ from current estimates. In calculating the best estimate of the Company's obligation on a net present value basis, the Company used risk-free discount rates ranging from 3.99% to 4.30% and a long-term inflation rate of 2%.
The Company maintains a surety bonding arrangement totaling $7,783,255 with the Government of Newfoundland and Labrador. The arrangement requires the Company to provide a cash collateral of $2,400,000, included in other assets in the consolidated statements of financial position, and pay an annual bond fee equal to 3% of the bond amount. On April 10, 2026, the cash collateral required increased to $2,725,000. On September 16, 2026, the total required bonding arrangement increased to $10,203,749, with a required cash collateral of $2,042,000. The surety bonds secure, but do not extinguish, the Company’s reclamation obligations.
15. SHARE CAPITAL AND RESERVES
(a)Authorized share capital
At September 30, 2026, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
(b)Common shares issued during the nine months ended September 30, 2026
On April 27, 2026, the Company closed a bought deal equity financing and issued 38,870,000 common shares at $2.96 per share, for aggregate gross proceeds of $115,055,200. The Company incurred share issuance costs of $6,063,298 in cash of which $5,165,790 was paid to the underwriters.
During the nine months ended September 30, 2026, the Company issued 1,501,964 common shares on exercise of options with a weighted average exercise price of $1.40 for gross proceeds of $2,108,767.
During the nine months ended September 30, 2026, the Company issued 682,000 common shares to settle 717,667 vested restricted share units.
During the nine months ended September 30, 2026, the Company issued 2,547,136 common shares for warrants exercised with a weighted average exercise price of $1.06 for gross proceeds of $2,697,624.
Subsequent to September 30, 2026, the Company issued 129,224 common shares pursuant to an existing mineral property option agreement.
(c)Common shares issued during the year ended December 31, 2025
On December 5, 2025, the Company issued 2,821,556 common shares with a value of $12,160,906 to Epic Gold Corp. pursuant to the acquisition of exploration and evaluation assets in accordance with the terms of a property acquisition agreement (Note 9).
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
On November 13, 2025, the Company issued 94,254,209 common shares valued at $275,222,290 pursuant to the Maritime Acquisition (Note 4).
On November 26, 2025, the Company issued 1,085,003 common shares valued at $4,632,963 for the settlement of advisory fees incurred by Maritime relating to the Maritime Acquisition.
On August 27, 2025, the Company completed a non-brokered private placement and issued 12,269,939 common shares at a price of $1.63 per common share for gross proceeds of $20,000,001.
On June 12, 2025, the Company completed a bought deal offering of 24,610,000 flow-through common shares, closing the first tranche of the offering on June 3, 2025 and the second and final tranche of the offering on June 12, 2025, at a price of $2.29 per common share and 4,370,000 non-flow-through common shares at a price of $1.63 per common share, for aggregate gross proceeds of $63,480,000. The Company incurred share issuance costs of $4,004,528 in cash of which $2,602,373 was paid to the underwriters. The premium received on the flow-through shares issued was determined to be $16,242,600.
During the year ended December 31, 2025, 1,838,399 common shares were issued on exercise of 1,854,070 stock options. The options were exercised at a weighted average exercise price of $1.38 per share for gross proceeds of $2,547,271.
(d)Share purchase options
The following table sets out activity with respect to the Company’s outstanding stock options:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2026 | | Year ended December 31, 2025 |
| Number of stock options | | Weighted average exercise price | | Number of stock options | | Weighted average exercise price |
| Outstanding, beginning of period | 7,631,500 | | $2.85 | | 10,556,750 | | $4.50 |
| Granted | 1,741,278 | | 2.50 | | | 7,122,070 | | 1.74 | |
| Exercised | (1,501,964) | | 1.40 | | | (1,854,070) | | 1.38 | |
| Forfeited | (542,538) | | 5.48 | | | (8,193,250) | | 4.68 | |
| Outstanding, end of period | 7,328,276 | | $2.32 | | 7,631,500 | | $2.85 |
| Options exercisable, end of period | 4,008,397 | | $2.34 | | 4,818,723 | | $3.29 |
The following table sets out information about the Company’s options outstanding and exercisable as at September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Stock options outstanding | | Stock options exercisable |
Range of Exercise Prices | | Number outstanding | | Weighted average remaining contractual life (days) | | Weighted average exercise price | | Number outstanding | | Weighted average remaining contractual life (days) | | Weighted average exercise price |
$0.67 - $1.67 | | 4,178,675 | | 1,312 | | $1.62 | | 3,127,842 | | 1,311 | | $1.21 |
$2.40 - $4.59 | | 2,662,101 | | 1,596 | | 2.77 | | | 393,055 | | 1,160 | | 1.48 | |
$5.00 - $6.79 | | 472,500 | | 401 | | 5.71 | | | 472,500 | | 401 | | 5.71 | |
$8.04 - $8.98 | | 15,000 | | 68 | | 4.55 | | | 15,000 | | 68 | | 8.51 | |
The Company has reserved for issuance 7,328,276 common shares in the event that these stock options are exercised. With certain exceptions, the stock options generally vest in equal installments on each anniversary date of the grant over a three-year period.
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
The number of common shares available for the grant of stock options under the Option Plan as at September 30, 2026 was 31,264,801.
The following table summarizes the weighted average fair value and assumptions used in estimating the fair value of stock options granted using the Black-Scholes option pricing model and the key values of options exercised.
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Options granted | | | |
| Weighted average fair value of options granted | $1.32 | | $1.34 |
| Risk-free interest rate | 3.64 | % | | 2.67 | % |
| Expected option life in years | 5.00 | | 5.00 |
| Expected share price volatility | 62.89 | % | | 64.64 | % |
| Grant date share price | $2.26 | | $2.74 |
| Expected forfeiture rate | Nil | | Nil |
| Expected dividend yield | Nil | | Nil |
| Options exercised | | | |
| Weighted average share price at date of exercise | $1.42 | | $1.40 |
| Weighted average grant-date fair value of options exercised | $1.94 | | $1.17 |
Compensation expense related to stock options amounted to $487,310 and $1,654,634 for the three and nine months ended September 30, 2026, respectively (three and nine months ended September 30, 2025 - $666,400 and $2,025,332, respectively).
During the nine months ended September 30, 2026, a total of 542,538 (nine months ended September 30, 2025 – 6,243,750) outstanding and exercisable stock options expired unexercised. The Company recorded a reduction of $1,636,917 in its share-based payment reserves with a corresponding adjustment to accumulated deficit.
Subsequent to September 30, 2026, a total of 260,000 stock options were granted to the Company's officers at a weighted average exercise price of $2.27 and 33,750 options were exercised at a weighted average exercise price of $1.14 for gross proceeds of $38,475. In addition, 33,333 exercisable options expired unexercised.
(e)Restricted share units
The Company recorded a share-based compensation expense of $195,542 and $356,885, respectively, net of fair value adjustment, during the three and nine months ended September 30, 2026 related to the cash-settled RSUs (three and nine months ended September 30, 2025 – $40,808). As at September 30, 2026, the Company has settled these RSUs and extinguished the liability in full. The Company also recorded a share-based compensation expense of $752,239 and $2,919,893 during the three and nine months ended September 30, 2026 related to the equity-settled RSUs (three and nine months ended September 30, 2025 – $58,950).
The following table sets out activity with respect to the Company’s outstanding RSUs:
| | | | | | | | | | | |
| Nine months ended September 30, 2026 | | Year ended December 31, 2025 |
| Balance, beginning of period | 2,694,348 | | | — | |
| Granted (cash-settled) | – | | 300,000 |
| Granted (equity-settled) | 782,680 | | 2,394,348 |
| Settled (cash-settled) | (300,000) | | – |
| Settled (equity-settled) | (717,667) | | – |
| Outstanding, end of period | 2,459,361 | | | 2,694,348 | |
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
Subsequent to September 30, 2026, 50,000 RSUs were granted to an officer of the Company.
(f)Deferred share units
During the three and nine months ended September 30, 2026, the Company granted 128,454 DSUs to directors of the Company. These DSUs are expected to be equity-settled and will fully vest on the one-year anniversary date from the date of the grants. Vested DSUs are settled upon the departure of the holders from the Company.
During the three and nine months ended September 30, 2026, the Company recorded a share-based compensation expense of $39,201 related to these DSUs (three and nine months ended September 30, 2025 – $nil).
| | | | | | | | | | | |
| Nine months ended September 30, 2026 | | Year ended December 31, 2025 |
| Balance, beginning of period | – | | – |
| Granted | 128,454 | | – |
| Outstanding, end of period | 128,454 | | – |
(g)Warrants
The following table sets out activity with respect to the Company’s outstanding warrants:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2026 | | Year ended December 31, 2025 |
| Warrants outstanding | | Weighted average exercise price | | Warrants outstanding | | Weighted average exercise price |
| Outstanding, beginning of period | 14,952,035 | | $1.34 | | – | | $– |
| Maritime Acquisition (Note 4) | – | | – | | | 15,485,137 | | 1.33 | |
| EdgePoint Financing Package | 2,489,818 | | 3.30 | | | – | | – | |
| Exercised | (2,547,136) | | 1.04 | | | (533,102) | | 1.03 | |
| Outstanding, end of period | 14,894,717 | | $1.72 | | 14,952,035 | | $1.34 |
Subsequent to September 30, 2026, a total of 150,000 warrants were exercised at a weighted average exercise price of $1.60 per warrant for gross proceeds of $240,000.
16. RELATED PARTY TRANSACTIONS
The Company’s related parties include its subsidiaries, key management personnel and companies having common directors and officers. All transactions with related parties have occurred in the normal course of operations and are measured at the amount of consideration paid or received.
Key management personnel compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive directors and members of executive management.
The remuneration of the Company’s directors and other key management personnel during the three and nine months ended September 30, 2026 and 2025 were as follows:
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
| | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | 2025 | | 2026 | 2025 |
Salaries and consulting (1) | $535,693 | $542,047 | | $1,746,649 | $1,304,821 |
| Share-based compensation | 1,205,662 | | 676,896 | | | 4,214,873 | | 2,141,549 | |
| Bonus | – | | – | | | 1,015,167 | | 1,031,760 | |
| Termination benefits | – | | – | | | – | | 929,520 | |
| $1,741,355 | $1,218,943 | | $6,976,689 | $5,407,650 |
(1)Salary recorded in exploration and evaluation expenditures in the condensed consolidated interim statements of loss and comprehensive loss for the three and nine months ended September 30, 2026 - $94,500 and $283,500, respectively.
At September 30, 2026, there was $29,500 (December 31, 2025 - $3,989) payable to management and directors for accrued salaries, bonuses and expense reimbursements of travel expenditures included in accounts payable and accrued liabilities. The amounts are unsecured, non-interest bearing and without fixed terms of repayment.
17. BASIC AND DILUTED LOSS PER SHARE
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| Loss and comprehensive loss for the period | $(7,113,806) | | $(12,944,794) | | $(37,300,811) | | $(32,445,437) |
| Basic weighted average number of common shares outstanding | 323,904,901 | | | 235,018,399 | | | 259,853,577 | | | 214,761,519 | |
| Loss per share – basic and diluted | (0.02) | | (0.06) | | (0.14) | | (0.15) |
The Company incurred net losses for the three and nine months ended September 30, 2026 and 2025. As such, diluted loss per share excludes any potential conversion of 7,328,276 share purchase options (nine months ended September 30, 2025 – 7,547,167), 2,459,361 RSU's (nine months ended September 30, 2025 – 2,353,000), 128,454 DSU's (nine months ended September 30, 2025 – nil) and 14,894,717 warrants (nine months ended September 30, 2025 – nil), as their inclusions would be anti-dilutive.
18. REVENUE
Revenue from contracts with customers during the three and nine months ended September 30, 2026 and 2025 disaggregated by metal were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| Gold | $41,517,993 | | $– | | $67,059,335 | | $– |
| Silver | 61,819 | | | – | | | 130,474 | | | – | |
| Total revenue | $41,579,812 | | $– | | $67,189,809 | | $– |
The Company generates its revenue in Canada from the sale of refined gold. During the three and nine months ended September 30, 2026, one customer accounted for 100% of revenues. However, because gold can be sold through numerous gold market traders worldwide, the Company is not economically dependent on a limited number of customers for the sale of its products.
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
19. OPERATING EXPENSES
Operating expenses during the three and nine months ended September 30, 2026 and 2025 consist of the following expenses by nature:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| Raw materials and consumables | $2,626,961 | | $– | | $6,982,376 | | $– |
| Salaries and employee benefits | 2,738,571 | | | – | | | 7,187,138 | | | – | |
| Contractors | 12,688,124 | | | – | | | 32,978,203 | | | – | |
| Repairs and maintenance | 56,495 | | | – | | | 345,160 | | | – | |
| Site administration | 1,066,745 | | | – | | | 3,395,960 | | | – | |
| Depreciation | 8,883,376 | | | – | | | 9,090,387 | | | – | |
| 28,060,272 | | | – | | | 59,979,224 | | | – | |
| Change in inventories | (5,519,692) | | | – | | | (15,354,163) | | | – | |
| Total operating expense | $22,540,580 | | $– | | $44,625,061 | | $– |
20. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses during the three and nine months ended September 30, 2026 and 2025 consist of the following expenses by nature:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| Salaries and benefits | $1,609,934 | | $1,298,781 | | $5,270,272 | | $4,026,378 |
| Professional fees | 268,968 | | | 399,731 | | | 946,469 | | | 1,239,264 | |
| Office and other expenses | 1,002,383 | | | 1,199,784 | | | 3,942,164 | | | 2,769,463 | |
| Depreciation | 218,030 | | | 183,182 | | | 685,418 | | | 582,363 | |
| Total general and administrative expenses | $3,099,315 | | $3,081,478 | | $10,844,323 | | $8,617,468 |
21. CASH FLOW DISCLOSURES
(a)Change in non-cash working capital
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| (Increase) decrease in prepayments and deposits | $(517,267) | | $(694,598) | | $890,360 | | $26,156 |
| Decrease (increase) in receivables | 3,085,872 | | | (672,026) | | | (2,181,120) | | | 459,456 | |
| Increase in inventories | (5,851,184) | | | – | | | (16,290,448) | | | – | |
| Decrease in other assets | – | | | 988 | | | 166,726 | | | 179,703 | |
| Decrease in deferred revenue | (5,126,202) | | | – | | | – | | | – | |
| Increase (decrease) in accounts payable and accrued liabilities | (9,560,473) | | | 1,216,423 | | | 5,020,653 | | | (290,793) | |
| $(17,969,254) | | $(149,213) | | $(12,393,829) | | $374,522 |
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
(b)Supplemental cash flow disclosures
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | | 2025 | | 2026 | | 2025 |
| Non-cash investing and financing activities: | | | | | | | |
| Property, plant and equipment in accounts payable and accrued liabilities | $13,250,396 | | $– | | $14,018,670 | | $– |
| Cash paid for interest | 2,216,616 | | | 3,409 | | | 2,317,075 | | | 12,882 | |
| Cash received for interest | 1,042,207 | | | 511,561 | | | 1,837,104 | | | 818,196 | |
22. FINANCIAL INSTRUMENTS
(a)Fair values
Financial assets and liabilities measured at fair value are recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are as follows:
▪Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
▪Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
▪Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s financial instruments measured at fair value comprise its investments, which include equities held. The fair value of equities held is determined using closing prices at the statement of financial position date with any unrealized gain or loss recognized in profit or loss. These investments are classified as Level 1 financial instruments. The carrying values of other financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities and lease liabilities approximate their fair values due to the short-term maturity of these financial instruments.
The Company’s financial instruments carried at fair value and categorized according to the fair value hierarchy are as follows as at September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
| Investments | $9,902,863 | | $– | | $– | | $8,895,559 | | $– | | $– |
(b)Financial instrument risk exposure
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company has historically relied on the issuance of shares to fund exploration programs and may require doing so again in the future.
On April 27, 2026, the Company closed a finance package consisting of a bought deal equity financing for gross proceeds of $115,055,200, and a $105,000,000 senior secured credit facility, the $70,000,000 first tranche of which
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
was drawn on May 15, 2026. As at September 30, 2026, the Company has total liabilities of $202,305,416 and cash and cash equivalents of $167,111,584 which is available to discharge these liabilities (December 31, 2025 – total liabilities of $115,878,041 and cash of $58,838,699).
The following table summarizes the maturity profile of the Company’s financial liabilities at September 30, 2026. The amounts presented represent the future undiscounted principal and interest cash flows, and therefore, do not equate to the carrying amounts on the consolidated statements of financial position.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Within 1 year | | 2-3 years | | 4-5 years | | More than 5 years | | Total |
| Accounts payable and accrued liabilities | $31,255,849 | | $– | | $– | | $– | | $31,255,849 |
| Lease liabilities | 348,160 | | | 686,485 | | | 507,127 | | | 278,925 | | | 1,820,697 | |
| Loans payable | 6,448,683 | | | 82,101,244 | | | 516,423 | | | 23,359 | | | 89,089,709 | |
| Reclamation and closure cost provisions | – | | | 928,038 | | | 990,229 | | | 14,571,725 | | | 16,489,992 | |
| $38,052,692 | | $83,715,767 | | $2,013,779 | | $14,874,009 | | $138,656,247 |
Market risks
Market risk is the risk that changes in market prices, such as commodity prices, interest rates and foreign exchange rates will affect the Company’s net earnings or the value of financial instruments. The objective of the Company is to manage and mitigate market risk exposures within acceptable limits, while maximizing returns.
(i)Currency risk
Financial instruments that impact the Company’s net earnings or other comprehensive income due to currency fluctuation include cash accounts and accounts payable denominated in US dollars. The sensitivity of the Company’s net loss to changes in the exchange rate between the US dollar and the Canadian dollar at September 30, 2026 would change the Company’s net loss by $72,293 (December 31, 2025 - $144,145) as a result of a 10% change in the exchange rate.
(ii)Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. As the Company deposits its cash and cash equivalents into demand accounts with minimal interest rates, interest rate risk is not significant. Following the first drawdown of Tranche 1 of the EdgePoint Senior Credit Facility for $70,000,000, the Company is exposed to fixed-rate interest expense at 8.75% per annum over a three-year term, which limits exposure to interest rate movements on this borrowing.
(iii)Commodity price risk
Commodity price risk is the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company is primarily exposed to gold prices, which significantly affect the value of its mineral properties and investments. As at September 30, 2026, the Company had no financial instruments subject to provisional pricing or other commodity-linked arrangements. Accordingly, a reasonably possible change in gold prices at the reporting date would not have a material impact on the Company's net loss or comprehensive loss.
(iv)Equity price risk
Equity price risk is the risk that the fair value of future cash flows from the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk in trading its investments in unfavorable market conditions which could result in dispositions of investments at less than favorable prices. Additionally, the Company adjusts its investments to fair value at the end of each reporting period.
| | |
Notes to the Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2026 and 2025 (Unaudited, expressed in Canadian Dollars, except share and per share amounts) |
This process could result in write-downs of the Company’s investments over one or more reporting periods, particularly during periods of overall market instability.
The sensitivity of the Company’s net loss to changes in market prices at September 30, 2026 would change the Company’s net loss by $990,286 (December 31, 2025 - $889,556) as a result of a 10% change in the market price of its investments.
There have been no changes in management’s methods for managing market risks since December 31, 2025.
Exhibit 99.2
| | | | | | | | |
| | MANAGEMENT'S DISCUSSION AND ANALYSIS |
| | For the Three and Nine Months Ended September 30, 2026 |
This document contains management’s discussion and analysis (“MD&A”) of the results and financial condition of New Found Gold Corp. (“New Found Gold” or the “Company”) and should be read in conjunction with the accompanying unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and September 30, 2025 and related notes thereto. In addition, this MD&A should be read in conjunction with the audited annual financial statements and the related notes for the years ended December 31, 2025 and December 31, 2024. The financial data was prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as applicable to interim financial reports including International Accounting Standards 34 – Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and all figures are reported in Canadian dollars unless otherwise indicated. Please refer to the cautionary note regarding forward-looking statements and information within this MD&A and the Risk Factors discussed in the Company’s most recent Annual Information Form (“AIF") on file with the Canadian provincial securities, regulatory authorities and Form 40-F on file with the U.S. Securities and Exchange Commission (the “SEC”).
Unless otherwise indicated, references in this MD&A to “Q3 2026” or the “Quarter” mean the three months ended September 30, 2026, and references to “YTD 2026” mean the nine months ended September 30, 2026 (with “Q3 2025” and “YTD 2025” referring to the corresponding three- and nine-month periods ended September 30, 2025, respectively). Where a discussion applies equally to both periods, this MD&A refers to the “three and nine months ended September 30, 2026”; where the analysis differs by period, results for Q3 2026 and YTD 2026 are presented separately.
Forward-Looking Statements and Technical Disclosure
This MD&A contains forward-looking information and forward-looking statements, within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities legislation. The effective date of this report is November 10, 2026 (the “Effective Date”).
Unless otherwise indicated, technical disclosure regarding the Company’s properties included or incorporated by reference herein, including use of the capitalized terms “Mineral Resources” and “Mineral Reserves”, has been prepared in accordance with the requirements of, and imports the meaning of such terms as defined in, National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”), as applicable, and should be read in conjunction with the cautionary statements provided in section “Cautionary Note for United States Investors” at the end of this MD&A.
The scientific and technical information disclosed in this MD&A was reviewed and approved by Keith Boyle, P. Eng., CEO and Director, and a Qualified Person as defined under NI 43-101. Mr. Boyle consents to the publication of this MD&A by New Found Gold. Unless otherwise indicated, the scientific and technical information in this MD&A relating to the Queensway Gold Project (“Queensway” or the “Project”) is derived from the “NI 43-101 Technical Report, Queensway Gold Project, Newfoundland and Labrador, Canada” with an effective date of June 30, 2025 (the “Queensway Technical Report”). The scientific and technical information relating to the Hammerdown Gold Project (“Hammerdown”) is derived from “Hammerdown Gold Project, Preliminary Economic Assessment Technical Report, Newfoundland and Labrador, Canada”, with an effective date of February 18, 2026 prepared by WSP Canada Inc. (“WSP”) in compliance with NI 43-101 (the “Hammerdown Technical Report”). Both are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR (www.sec.gov/edgar). Scientific and technical information relating to the revised Queensway PEA and updated MRE (as defined below) announced on October 22, 2026 is derived from the Company's 2026 PEA News Release (as defined below) and updates certain disclosures contained in the Queensway Technical Report. The supporting NI 43-101 technical report will be filed within 45 days of the news release.
Table of Contents
| | | | | |
Overview and Highlights | 1 |
Description of the Business | 3 |
Queensway | 3 |
Hammerdown | 9 |
Environmental, Social and Governance | 11 |
| Financial Results | 13 |
Financial Position Review | 16 |
Liquidity and Capital Resources | 18 |
Commitments and Contingencies | 19 |
Summary of Quarterly Results | 21 |
Outstanding Share Data | 23 |
Related Party Transactions | 24 |
Risks and Uncertainties | 24 |
Critical IFRS Accounting Policies and Estimates | 25 |
Non-IFRS Financial Measures | 25 |
Internal Controls Over Financial Reporting and Disclosure Controls and Procedures | 27 |
| Maritime Acquisition | 28 |
Cautionary Notes Regarding Forward-Looking Statements | 28 |
Cautionary Note for United States Investors | 30 |
Off-Balance Sheet Arrangements | 30 |
Proposed Transactions | 30 |
Additional Information | 30 |
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Overview and Highlights
Q3 2026 was a transformational quarter for the Company, with the milestone of commercial production at the Company’s 100% owned Hammerdown Gold Mine (“Hammerdown”) achieved during the quarter, making New Found Gold Canada's newest gold producer.
The Company graduated from the TSX Venture Exchange ("TSXV") to the Toronto Stock Exchange ("TSX"), with its common shares commencing trading on the TSX on August 26, 2026 under the symbol “NFGC”. The Company’s trading symbol changed to “NFGC” upon the commencement of trading on the TSX to align with its stock symbol on the NYSE American stock exchange (“NYSE American”). The CUSIP and ISIN remained unchanged. Q3 2026 was the first quarter to include a period of commercial production at Hammerdown, following the November 13, 2025 acquisition of Maritime Resources Corp. ("Maritime").
At the Company’s 100% owned flagship Queensway Gold Project (“Queensway”), the Company advanced Phase I detailed engineering and permitting and continued to execute on its 2026 work program. Following the end of the quarter the Company released the results of a revised Preliminary Economic Assessment (“2026 PEA”) and updated mineral resource estimate (“Updated MRE”) for Queensway.
At the Company’s 100% owned Pine Cove mill and in-pit tailings facility (“Pine Cove” or the “Mill”) work advanced on a planned circuit conversion, with work to expand the Mill planned for 2027 pending receipt of a permit amendment.
Key Q3 2026 Strategic and Corporate Highlights
•Safety. Zero lost-time incidents in 2026 to September 30, 2026, over more than 328,000 person-hours worked.
•Queensway Phase I permitting advanced. Following the province of Newfoundland and Labrador (“NL”) Minister of Environment, Conservation and Climate Change’s July 3, 2026 decision letter requiring an Environmental Preview Report (“EPR”) for Queensway Phase I, the Company received the EPR guidelines on September 2, 2026 and submitted the EPR on November 3, 2026 (see “Subsequent Events”).
•Pine Cove conversion and expansion. The Company announced receipt of the permit amendment to convert the Pine Cove circuit to gravity-carbon-in-leach (“Gravity-CIL”) during the quarter. A separate permit amendment to expand throughput capacity to 1,400 tpd will be applied for in due course.
•Continued Queensway exploration and de-risking. On July 21, 2026, the Company reported high-grade channel sample and infill drill results from the Lotto Zone ("Lotto") within the Appleton Fault Zone Core ("AFZ Core"), including 23.7 grams of gold per tonne ("g/t Au") over 15.88 metres ("m") from channel sampling and 43.5 g/t Au over 4.75 m from underground infill drilling, consistent with the MRE block model.
•Graduation to the Toronto Stock Exchange. On August 26, 2026, the Company’s common shares commenced trading on the TSX under the symbol “NFGC”, aligning with its NYSE American symbol.
•Commercial production achieved at Hammerdown. During Q3 2026, the Company achieved commercial production at Hammerdown, completing the operational ramp-up that began following the Maritime acquisition and transitioning Hammerdown from a development-stage asset to a producing gold mine.
•Q3 2026 production and costs. Hammerdown produced 4,863 ounces of gold and sold 6,935 ounces during Q3 2026 (nine months ended September 30, 2026: 10,670 ounces produced and 10,878 ounces sold), at an average gold recovery of 84% for the quarter and an average processed grade of 2.77 g/t Au. Cash costs for the quarter were US$2,887 per ounce and AISC was US$3,279 per ounce of gold produced,
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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with an average realized gold price of US$4,285 per ounce (approximately $5,996 per ounce), generating revenue of $41.6 million (“M”). Contributing factors to the cash costs and AISC for the quarter in which commercial production was achieved at Hammerdown were attributed to mine schedule reorganization to complete overburden stripping and pioneering activities in more favorable seasonal conditions, grade, infill drill costs, fuel surcharges and water treatment costs. (Cash costs and AISC are non-IFRS measures and have been defined and reconciled to the most directly comparable IFRS measures in the “Non-IFRS Financial Measures” section of the MD&A.)
Subsequent Events
The following events occurred between September 30, 2026 and the Effective Date:
•Revised Queensway PEA and Updated MRE. On October 22, 2026, the Company announced the 2026 PEA and an Updated MRE for Queensway, with an after-tax net present value at a 5% discount rate ("NPV5%") of $1.728 billion ("B") at a base case gold price of US$3,600 per ounce (increasing to $2.225B at US$4,100 per ounce), an internal rate of return ("IRR") of 126% (164% at the upside price), 1.744 M ounces of gold produced over a 15-year phased open-pit and underground life of mine ("LOM"), Phase 1 initial capital of approximately $149.8M, and a 38% increase in Measured and Indicated Mineral Resources.
•Queensway Phase I EPR submitted. The EPR was submitted to the provincial government on November 3, 2026, addressing information requests and feedback from public comments, government review, and engagement activities, including an open house in the Town of Appleton. The EPR is now subject to a 35-day public review period, with the Minister’s decision expected in due course.
Looking Ahead
The Company's priorities for the balance of 2026 and into 2027 are:
•Maintaining steady-state commercial production at Hammerdown and completing the installation and commissioning of the permanent on-site crusher and sorter (targeted for substantial completion in Q4 2026, with commissioning and ramp-up in Q1 2027);
•Advancing Queensway Phase I through EPCM work with WSP, the Pine Cove conversion and expansion, and the NL environmental assessment ("EA") process, targeting first Queensway Phase I mineralized material to the mill in Q4 2027;
•Executing the 2026 Queensway work program and filing the Updated Technical Report (as defined below) supporting the 2026 PEA and Updated MRE within 45 days of their October 22, 2026 announcement; and
•Commencing exploration, data compilation, interpretation and geological modelling of the Hammerdown Gold Project landholdings.
With commercial production achieved at Hammerdown and a $220M finance package closed in Q2 2026 (the “Finance Package”), comprising a $115M bought deal equity financing and a $105M senior secured credit facility, in place, the Company expects Hammerdown operating cash flow to complement its balance sheet in funding these priorities.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Description of the Business
Corporate Overview
New Found Gold is Canada's newest gold producer, with its principal assets located in NL, Canada. Effective August 26, 2026, the Company's common shares are listed on the TSX under the symbol "NFGC" and on the NYSE American under the symbol "NFGC"; the common shares were voluntarily delisted from the TSXV in connection with the TSX listing. The Company is principally engaged in the production and sale of gold, as well as the acquisition, exploration, evaluation, and development of resource properties.
The Company’s principal mineral assets consist of Queensway and Hammerdown. During the year ended December 31, 2025, the Company completed the strategic acquisition of Maritime, acquiring a permitted mill and in-pit tailings facility at Pine Cove, expanding its asset base and advancing its corporate strategy toward becoming a mid-tier Canadian gold producer. With the achievement of commercial production at Hammerdown during Q3 2026, the Company now holds a diversified portfolio of gold assets ranging from a producing gold mine and processing infrastructure through to near-term development and advanced exploration.
The Company’s business strategy is centered on creating long-term shareholder value through disciplined technical execution, responsible environmental and social practices, and the strategic consolidation of high-quality gold assets within a stable and globally recognized mining-positive jurisdiction.
Apart from those noted above, there were no other material changes in the Company's business or corporate structure during Q3 2026.
Queensway
Queensway is the Company's flagship, 100%-owned gold exploration and development asset, encompassing 210,550 hectares ("ha") in central Newfoundland, NL, Canada. Queensway is situated along two regional-scale fault systems, the Appleton Fault Zone (“AFZ”) and the Joe Batts Pond Fault Zone ("JBPFZ"), each with a strike extent of more than 110 kilometres (“km”) and is accessible by the Trans-Canada Highway with proximity to power, ports and an established mining services sector in the Town of Gander.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Figure 1. Location of Queensway, Hammerdown and Pine Cove, NL, Canada.
Revised Queensway PEA and Updated MRE
Subsequent to quarter-end, the Company released the results of the 2026 PEA and the Updated MRE for the Queensway Gold Project on October 22, 2026, each prepared in accordance with NI 43-101. The 2026 PEA has an effective date of October 19, 2026 and was prepared using the Updated MRE, which has an effective date of July 6, 2026 (with a database cut-off date of February 28, 2026). The Company intends to file a technical report in respect of the 2026 PEA and the Updated MRE (the “Updated Technical Report”) on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under New Found Gold’s issuer profile within 45 days of October 22, 2026.
Scientific and technical information in this MD&A relating to the 2026 PEA and the Updated MRE is supported by the news release disseminated by the Company on October 22, 2026 (titled “New Found Gold Announces Queensway Gold Project Revised PEA and Updated MRE: After-Tax NPV Increases to $1.7 B with 126% IRR; Measured and Indicated Mineral Resource Increases by 38%”) (the “2026 PEA News Release”). The 2026 PEA was prepared by, and the 2026 PEA News Release has been reviewed and approved by, independent representatives of Evomine Consulting Inc. (Stephen Coates, P.Eng.), Minéralis Consulting Services Inc. (Christian Beaulieu, P.Geo.), ASA Geotech Inc. (Ali Jalbout, P.Eng.), Stantec Consulting Ltd. (Sheldon H. Smith, P.Geo.), Knight Piésold Ltd. (J. Alex McIntyre, P.Eng.), Lincoln Metallurgical, Inc. (Neil J. Lincoln, P.Eng.) and WSP (Michelle Murphy, P.Eng., and William Richard McBride, P.Eng.), each of whom is a “qualified person” (within the meaning of NI 43-101) (each, a “QP”). Each QP is independent of New Found Gold and has reviewed and approved the content of this MD&A as it pertains to their respective responsibilities, and confirms that it fairly and accurately reflects, in both form and context, the information contained in the corresponding sections of the 2026 PEA. At the effective date of the 2026 PEA, each QP has certified that, to the best of their knowledge, information and belief, the parts of the 2026 PEA for which they were responsible contain all scientific and technical information required to be disclosed to make the 2026 PEA not misleading.
When filed, the Updated Technical Report will supersede the Queensway Technical Report, which supported the Company’s initial MRE (effective date March 15, 2025) and the preliminary economic assessment released on July
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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21, 2025 (the “2025 PEA”). The 2026 PEA and the Updated MRE replace the 2025 PEA and the initial MRE in their entirety. Readers are cautioned that there are material changes to the scientific and technical information since the Queensway Technical Report, as outlined in the 2026 PEA News Release. The key assumptions, parameters and methods used in the 2026 PEA, certain of which are described in the 2026 PEA News Release, will be further described in the Updated Technical Report. For readers to fully understand the information contained in the 2026 PEA, reference should be made to the full text of the Updated Technical Report, once filed, including all assumptions, qualifications and limitations therein. The Updated Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.
The 2026 PEA confirms robust economics for a phased, high-grade open-pit and underground operation that leverages the Company’s existing, permitted milling and tailings infrastructure at Pine Cove under a hub-and-spoke configuration before transitioning to a purpose-built on-site Queensway processing facility. Queensway is an orogenic, structurally controlled gold system that begins within a few m of surface, allowing the Company to systematically de-risk Queensway through drilling, excavation and channel sampling. The 2026 PEA contemplates a three-phase development: Phase 1 comprising open-pit mining of the Keats and Iceberg deposits with milling of mineralized material at the converted and expanded Pine Cove from Q4 2027; Phase 2 comprising open-pit and underground mining of all deposits through a newly built 4,900-tonnes-per-day Queensway mill; and Phase 3 comprising a further expansion of the Queensway processing circuit, for total planned processing capacity of 7,000 tonnes per day.
Updated PEA and MRE highlights include:
•After-tax NPV₅% of $1.728B at a base case gold price of US$3,600 per ounce, increasing to $2.225B at an upside price of US$4,100 per ounce;
•IRR of 126% at the base case price (164% at the upside price), with a payback period of less than one year;
•1.744 M ounces of gold produced over a 15-year phased open-pit and underground LOM, with average annual production of approximately 116,000 ounces and peak annual production of approximately 190,000 ounces in 2032;
•Average head grade of 13.41 g/t Au for Phase I and an LOM average head grade of 2.09 g/t Au with projected LOM recovery of 91.5%;
•Phase 1 initial capital of approximately $150M, in line with the previous estimate, $832M in growth capital and $971M sustaining capital over LOM, with cash flows from Phases 1 and 2 anticipated to fund growth capital for Phases 2 and 3, respectively;
•Cash cost and all-in sustaining cost (“AISC”) of US$985 per ounce of gold (“/oz Au”) and US$1,375/oz Au, respectively; and
•A 38% increase in Measured and Indicated Mineral Resources (to 27.3 M tonnes at 2.19 g/t Au for 1.92 M contained ounces), in part from the addition of the Dropkick Zone, with Inferred Mineral Resources of 12.5 M tonnes at 1.51 g/t Au.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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PEA Summary
Key financial and operating metrics from the 2026 PEA are summarized below:
| | | | | | | | |
| Item | Units | Value |
| Production | | |
| Project life (from start of construction to closure) | years | 17 |
| Mine life | years | 15 |
| Total Potential Mill Feed Tonnage | Mt | 28.3 |
| Average Feed Grade, Au | g/t | 2.09 |
| Mill recoveries (Avg) | % | 91.5 |
| Doré Payable | % | 99.949 |
| Concentrate Payable | % | 87.0 |
| Total Payable Gold (weighted) | % | 97.813 |
| Total Gold Sold | Moz Au | 1.706 |
| Commodity Prices | | |
| Au Average | US$/oz | 3,600 |
Project Costs (LOM average)1 | | |
| Mining Cost - OP | $/t milled | 29.77 |
| Mining Cost - UG | $/t mined | 171.91 |
| Milling Cost | $/t milled | 26.78 |
| On-Site Crushing Cost | $/t milled | 1.75 |
| Tailings Storage Facility (“TSF”) Cost | $/t milled | 0.16 |
| General & Administrative Cost | $/t milled | 2.15 |
| Material Haulage to Pine Cove | $/t milled | 2.38 |
| Water Management Costs | $/t milled | 4.57 |
Total Cash Cost (2) (4) | US$/oz Au | 985 |
AISC (LOM) (3) (4) | US$/oz Au | 1,375 |
| Project Economics | | |
| Gross Revenue | $M | 8,538.6 |
| Total Selling Cost Estimate | $M | 53.9 |
| Effective Royalty Rate | % | 0.42 |
| Total Royalties | $M | 35.8 |
| Total Operating Cost Estimate | $M | 2,245.6 |
| Total Sustaining Capital Cost Estimate | $M | 970.8 |
| Total Growth Capital Cost Estimate | $M | 832.1 |
| Initial Capital Cost Estimate | $M | 149.8 |
| Project Economics | | |
| Taxes | $M | 1,700.0 |
| Pre-Tax Cash Flow | $M | 4,250.7 |
| After-Tax Cash Flow | $M | 2,550.6 |
| Pre-Tax Net Present Value @ 5% | $M | 2,972.8 |
| Pre-Tax Internal Rate of Return | % | 204.4 |
| After-Tax Net Present Value @ 5% | $M | 1,727.6 |
| After-Tax Internal Rate of Return | % | 125.8 |
| After-Tax payback period | years | <1 y |
(1) Total operating costs comprise on-site OP and UG mining, processing, material handling and on-site G&A costs.
(2) Cash cost and AISC are non-IFRS measures, calculated per ounce of gold sold as defined in the 2026 PEA. Cash cost comprises doré and concentrate transportation, treatment and refining charges, royalties and on-site operating costs. AISC adds sustaining capital costs. Refer to “Non-IFRS Financial Measures”.
(3) AISC is calculated as the sum of doré transportation, treatment and refining charges, royalties, onsite operating costs, and sustaining capital costs, divided by the quantity of ounces sold.
(4) Denotes a “specified financial measure” within the meaning of National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure. See note on “Non-IFRS Financial Measures
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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The 2026 PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the 2026 PEA will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. No Mineral Reserves have been defined for Queensway. Readers should refer to the October 22, 2026 news release and, once filed, the Updated Technical Report for the assumptions, qualifications and limitations of the 2026 PEA and MRE.
Updated MRE
The Updated MRE has an effective date of July 6, 2026 and a database cut-off date of February 28, 2026. Combined open pit (“OP”) and underground (“UG”) Measured and Indicated (“M&I”) Mineral Resources increased by 38% (528 koz) from the initial MRE to 1.920 Moz Au. Inferred Mineral Resources were unchanged at 606 koz Au. Updated pit optimizations and the addition of the Dropkick Zone account for most of the growth.
| | | | | | | | | | | |
| Category | Tonnage | Grade | Gold Content |
| (kt) | (g/t Au) | (koz Au) |
| Open Pit (0.30 g/t cut-off grade) |
| Measured | 259 | | 7.28 | 61 | |
| Indicated | 26,557 | | 2.08 | 1,780 | |
| M&I | 26,816 | | 2.13 | 1,840 | |
| Inferred | 11,044 | | 1.17 | 414 | |
| Underground (1.90 g/t cut-off grade) |
| Measured | – | | – | | – | |
| Indicated | 509 | | 4.89 | 80 | |
| M&I | 509 | | 4.89 | 80 | |
| Inferred | 1,427 | | 4.17 | 191 | |
| Total Open Pit and Underground |
| Measured | 259 | | 7.28 | 61 | |
| Indicated | 27,066 | | 2.14 | 1,860 | |
| M&I | 27,325 | | 2.19 | 1,920 | |
| Inferred | 12,471 | | 1.51 | 606 | |
Notes:
1.Mineral resources completed by Christian Beaulieu, P.Geo., of Mineralis Consulting Services inc., an independent qualified person as defined by NI 43-101.
2.The Mineral Resources described above have been prepared in accordance with the CIM Standards (Canadian Institute of Mining, Metallurgy and Petroleum, 2014).
3.The effective date of the mineral resource estimate is July 6, 2026, with a database cut-off date of February 28, 2026.
4.A cut-off of 0.30 g/t Au is used to report open pit Mineral Resources, and a cut-off of 1.90 g/t Au is used to report underground Mineral Resources.
5.The Queensway deposits have been classified as Measured, Indicated and Inferred Mineral Resources according to drill spacing and confidence in the geological models.
6.Bulk density was assigned based on bulk density measurements and the proportions of veining and host lithologies, with average values ranging from 2.68 to 2.71 grams per cubic centimetre (“g/cm3”) in the mineralized wireframes.
7.The MRE is based on a regularized model with a block size of 2.5 m x 2.5 m x 2.5 m.
8.The open pit MRE is reported within an optimized pit shell, and the underground MRE is reported within optimized stopes. No mining dilution or losses are assumed; however, must-take material is accounted for in underground mineable shapes.
9.Open pit and underground optimization and cut-off grade are assuming a gold price of US$4,000/oz, a CAD/USD exchange rate of 1.38, mill recoveries of 88% for open pit and 92% for underground and total mineralized material-based costs of 33.25CAD/t milled for open pit and 298.25CAD/t milled for underground
10.Tonnage has been expressed in the metric system, and gold metal content has been expressed in troy ounces. The tonnages have been rounded to the nearest 1,000 tons, and the metal content has been rounded to the nearest 1,000 ounces. Totals may not add up due to rounding errors.
These Mineral Resources are not mineral reserves as they have not demonstrated economic viability. The quantity and grade of reported Inferred Mineral Resources are uncertain in nature and there has been insufficient exploration to define these resources as indicated or measured. The QP responsible for Mineral Resources is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant considerations that could materially influence the Mineral Resource estimate.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Queensway 2026 Work Program
The Company is currently progressing on its 2026 Queensway work program (the “Queensway 2026 Program”). The Queensway 2026 Program is focused on project de-risking in advance of development in addition to discovery and resource growth. At the end of Q3 2026 there were four drill rigs active at Queensway with a total of 61,557 metres drilled in 439 diamond drill holes (“DDH”).
Advanced exploration drilling is focused on the conversion of Inferred Mineral Resources within the Phase 2 open pits and portions of the underground to Indicated Mineral Resources. Pre-development drilling includes ongoing grade control drilling at the Keats Zone and geotechnical drilling of the Phase 2 open pits, while exploration drilling and conversion drilling continues at the Dropkick Zone, approximately 11 km north of the AFZ Core in the AFZ Peripheral area, and at earlier-stage regional targets. At the end of Q3, exploration drilling was wound down, and drilling activities shifted exclusively to infill and geotechnical drilling. Quarterly drilling activity was lower than anticipated due to contractor drill-rig maintenance and deep infill drilling using directional drilling within UG portions of the AFZ Core.
On July 21, 2026, the Company reported results from 729 m of channel samples collected across 57 lines over the Lotto excavation and from seven DDH totaling 1,928 m of infill drilling at Lotto, located in the AFZ Core approximately 1.6 km north of the Keats and Iceberg Zones. The excavation exposed a network of gold-bearing quartz veins over a 210 m strike length beneath 2.5 to 9 m of overburden. Highlight results included 23.7 g/t Au over 15.88 m from channel sampling, and 43.5 g/t Au over 4.75 m and 22.3 g/t Au over 3.60 m from infill drilling of Phase 2 open-pit and underground inferred mineral resource blocks. These high grades over significant widths correlate well with the Queensway MRE block model, confirming the continuity of high-grade, near-surface gold mineralization at Lotto and supporting the Company’s Phase 2 open-pit and underground mine planning. The Lotto work forms part of a cost-effective excavation and channel-sampling program, extended during 2026 from the Keats and Iceberg zones to Lotto, through which the Company is progressively de-risking its geological model and mine plan as it advances Queensway toward near-term production. These and other 2025 exploration results fed into the mine planning and resource modelling underpinning the Updated MRE and 2026 PEA announced on October 22, 2026.
Phase I EPCM Contract
On January 26, 2026, the Company entered into a Phase I EPCM contract with WSP for the development of Queensway Phase I as outlined in the 2025 PEA. The EPCM scope of work includes Queensway site development and detailed engineering for the conversion and expansion of Pine Cove which the Company selected as the offsite milling facility for Queensway Phase I. Detailed engineering, early works and geotechnical drilling at Pine Cove commenced in Q1 2026 and continued through Q3 2026, alongside procurement of long-lead items and securing of major contracts, with the objective of completing the Pine Cove conversion and expansion to accept first mineralized material from Queensway by Q4 2027.
2026-2027 Outlook
The Company is advancing the Queensway 2026 Program, which is focused on de-risking, discovery and growth.
Following release from the EA process, the Company plans to apply for and obtain a range of provincial and federal permits and to work with the province of NL to obtain a Surface and Mining Lease through mid-2027.
Once the required permits are received, key Queensway development milestones include:
•Pine Cove expansion to 1,400 tpd capacity, targeted for completion in Q4 2027;
•Mobilization of contractors at Queensway in Q1 2027;
•Early works at the Queensway site beginning in Q2 2027, including clearing, grubbing, overburden removal, construction of the sound berm, site roads and water management facilities; and
•Mining, anticipated to begin in Q3 2027, to build a stockpile for delivery to Pine Cove commencing in Q4 2027.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Hammerdown
The Hammerdown Gold Project is the Company's 100%-owned gold project in central Newfoundland. The Hammerdown mine was declared to be in commercial production during Q3 2026, completing the operational ramp-up. The Hammerdown Gold Project comprises the Hammerdown and Orion deposits located on the Hammerdown property, the Stog'er Tight deposit and Pine Cove, located on the Pine Cove property, and a 45,661 ha land package with associated infrastructure. Access, infrastructure, ownership interests and royalty obligations were unchanged during Q3 2026 and are described in greater detail in the 2025 Annual MD&A and the Hammerdown Technical Report. The February 26, 2026 Hammerdown PEA and updated MRE, and the Hammerdown Technical Report filed on March 17, 2026, are also described in detail in the Q1 2026 MD&A.
Operating and Financial Highlights
The following table summarizes key operating and financial data and unit analysis.
| | | | | | | | | | | | | | | | | |
| Unit | Three months ended | Nine months ended |
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 |
| Operating data |
| Mineralized material mined | kt | 97 | | – | 235 | | – |
| Waste mined | kt | 1,197 | | – | 2,973 | | – |
Strip ratio(4) | w:mm | 12.40 | – | 12.63 | – |
| Mineralized material processed | kt | 66 | | – | 189 | | – |
| Average grade | g/t | 2.77 | | – | 2.12 | – |
| Recovery | % | 84.2 | | – | 83.1 | – |
| Gold produced | oz | 4,863 | | – | 10,670 | | – |
| Gold sold | oz | 6,925 | | – | 10,857 | | – |
| Silver sold | oz | 697 | | – | 1,417 | | – |
| Total gold equivalent ounces sold | oz | 6,935 | | – | 10,878 | | – |
| Financial data |
Revenue(1) | K$ | 41,580 | | – | 67,190 | | – |
Cash costs(2) | K$ | 19,646 | | – | 51,522 | | – |
Sustaining costs(2) | K$ | 2,665 | | – | 6,889 | | – |
AISC(2) | K$ | 22,311 | | – | 58,411 | | – |
| Unit analysis |
Average realized gold price(2) | US$/oz | 4,285 | | – | 4,459 | | – |
Average realized gold price(2) | $/oz | 5,996 | | – | 6,177 | | – |
Cash costs per oz produced(2) | US$/oz | 2,887 | | – | 3,486 | | – |
Cash costs per oz produced(2) | $/oz | 4,040 | | – | 4,829 | | – |
AISC per oz produced(2) | US$/oz | 3,279 | | – | 3,952 | | – |
AISC per oz produced(2) | $/oz | 4,588 | | – | 5,474 | | – |
| Material movement cost per tonne moved (mineralized material and waste) | $/t | 11.51 | – | 11.91 | – |
| Milling cost per tonne processed | $/t | 53.63 | – | 53.27 | – |
| G&A cost per tonne processed | $/t | 11.52 | – | 13.22 | – |
Notes:
(1) Revenue is presented inclusive of by-product silver revenue.
(2) Cash costs, AISC, average realized gold price, cash costs per ounce produced and AISC per ounce produced are non-IFRS financial measures. They do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other issuers. Each measure is defined, and reconciled to the most directly comparable IFRS measure, in the “Non-IFRS Financial Measures” section of this MD&A. Per-unit figures under “Unit analysis” are calculated from underlying unrounded data and may therefore not recompute exactly from the rounded thousand-dollar amounts presented above.
(3)No comparative operating or financial data is presented for the three and nine months ended September 30, 2025. The Company had no mining or processing operations during those periods, which precede the November 13, 2025 acquisition of Maritime Resources Corp.
(4) Strip ratio is expressed as tonnes of waste mined per tonne of mineralized material mined (w:mm).
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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(5) US$ amounts are converted from Canadian dollars at average exchange rates of C$1.3992 per US$1.00 for Q3 2026 and C$1.3851 per US$1.00 for YTD 2026.
Operational Review
During Q3 2026, Hammerdown produced 4,863 oz of gold, accounting for approximately 46% of gold production through the first three quarters of 2026, reflecting the Company’s continued ramp-up and achievement of commercial production during the quarter. The Q3 2026 production was driven by increased mining and processing activity: 97,000 tonnes of mineralized material were mined at Hammerdown, and Pine Cove processed 66,000 tonnes, during the three months ended September 30, 2026. The average grade for Q3 2026 was 2.77 g/t, 31% higher than the year-to-date average of 2.12 g/t, while gold recovery of 84.2% was in line with the year-to-date average of 83.1%. The Company sold 6,935 oz of gold during Q3 2026, including 900 oz delivered in July against customer prepayments received in June 2026.
For the nine months ended September 30, 2026, Hammerdown produced a total of 10,670 oz of gold as it ramped up to commercial production, mining 235,000 tonnes of mineralized material and processing 189,000 tonnes through Pine Cove at an average grade of 2.12 g/t and an average recovery of 83.1%. The Company sold 10,878 oz of gold over the same period.
Financial Review
For the three months ended September 30, 2026, the Company generated $41.6M in revenue from metal sales at an average realized gold price of US$4,285 ($5,996) per ounce of gold sold. Total cash costs for Q3 2026 were $19.6M and all-in sustaining costs were $22.3M. On a per-unit basis, Hammerdown incurred:
•Cash costs of US$2,887 ($4,040) per ounce of gold produced;
•All-in sustaining costs of US$3,279 ($4,588) per ounce of gold produced;
•Material movement costs of $11.51 per tonne of mineralized material and waste moved;
•Milling costs of $53.63 per tonne of mineralized material processed; and
•G&A costs of $11.52 per tonne of mineralized material processed.
For the nine months ended September 30, 2026, the Company generated $67.2M in revenue from metal sales at an average realized gold price of US$4,459 ($6,177) per ounce of gold sold.
Compared with the 2026 Hammerdown Preliminary Economic Assessment (“2026 Hammerdown PEA”), Q3 2026 AISC showed a variance of US$904/oz, or 38% of AISC. The variance was primarily due to higher strip ratio by 30% (12.4 vs 9.6) and lower head grade by 11%. The higher strip ratio resulted from the commencement of mining activities in Q3 in the Rumbullion pit to increase the total material movement from 12,000 tpd to 16,000 tpd as outlined in the 2026 Hammerdown PEA and impacted AISC by US$350/oz. This activity was advanced from the first quarter of 2027 to Q3 2026 in order to ensure that early-stage activities, including stripping overburden to reach bedrock blasting and establishing the ramp system, were completed during more favorable seasonal conditions. Overall, lower head grade versus the 2026 Hammerdown PEA impacted AISC by US$135/oz. A grade-control drilling program covering most of the Phase 1 open pit is now complete and has since expanded to cover portions of the Rumbullion pit. Modelling incorporating the new high-density data is nearing completion and will be integrated into grade-control practices. Other contributing factors to the AISC variance include infill drilling costs (approximately US$180/oz or 8% of AISC), fuel surcharges on various external services contracts (approximately US$85/oz or 4% of AISC), higher mill labour costs (approximately US$45/oz or 2% of AISC) and Pine Cove water treatment costs (approximately US$30/oz or 1% of AISC). The remaining variances are attributable to other individually minor cost differences. The Company is currently assessing the potential impact of elevated fuel prices and water treatment costs with respect to achieving 2026 Hammerdown PEA level production metrics and closing this cost variance in future quarters.
Hammerdown 2026 Drill Program
Drilling at Hammerdown in 2026 included infill, location verification drilling in proximity to historic underground workings, grade control and condemnation to support mine infrastructure planning. Infill, location verification
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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drilling and condemnation drilling for 2026 is complete; grade control drilling is ongoing. A total of 27,484 m had been drilled in 293 DDH at the end of Q3 2026.
Pine Cove Conversion and Expansion
Pine Cove currently processes mineralized material from Hammerdown through a flotation–leach–Merrill-Crowe circuit. The Company plans to convert Pine Cove to a Gravity-CIL circuit to also accept Queensway Phase I feed, creating a single processing facility supporting both projects under a hub-and-spoke configuration.
On July 6, 2026, the Company reported that the permit amendment to convert the circuit to Gravity-CIL has been received, with the permit to expand throughput to 1,400 tpd to be applied for in due course. Recent test work indicates the conversion is expected to increase recoveries of Hammerdown deposit feed from the 87% design criterion to approximately 92%. The circuit conversion is progressing on schedule, with anticipated completion in Q4 2027.
2026-2027 Outlook
Hammerdown priorities for the balance of 2026 and into 2027 are:
•Maintaining steady-state production;
•Substantial completion of the permanent on-site crusher and sorter in Q4 2026, followed by commissioning and ramp-up in Q1 2027, which is expected to reduce crushing costs and allow delivery of higher-grade material to the mill;
•Completion of infill and grade control drilling at the Hammerdown deposit in support of an updated Hammerdown MRE in 2027;
•Advance of the Pine Cove conversion and expansion; and
•Commencement of exploration on the Hammerdown Gold Project landholdings.
Environmental, Social and Governance
Environmental, social and governance ("ESG") remain an integral part of the Company's priorities, the framework for which is described in full in the 2025 Annual MD&A. Q3 2026 ESG activities focused on operating Hammerdown and Pine Cove safely and responsibly, advancing the Queensway EA, and maintaining consistent ESG policies and governance across the Company's multi-asset operations.
Environmental Stewardship
Queensway
The Queensway Phase I ER was submitted to the NL Department of Environment, Conservation and Climate Change on April 30, 2026 and registered on May 7, 2026, commencing the provincial EA process under the NL Environmental Protection Act. By decision letter dated July 3, 2026, the Minister notified the Company that an EPR is required for Queensway Phase I. On September 2, 2026, the Company received the EPR guidelines from the Minister and submitted the EPR on November 3, 2026. Following the submission, the EPR will be subject to a 35-day review by the Environmental Assessment Committee and the public, and under provincial legislation a decision on the EPR will be provided within 45 days of submission, with the potential for the Minister to request a fourteen-day extension.
Following release from the EA process, Queensway is expected to require a range of provincial and federal permits and approvals typical of mine development projects in NL, including, but not limited to, approvals relating to water management, fish and fish habitat protection, air emissions and effluent discharge, mine rehabilitation and closure, and the construction and operation of mine infrastructure. The Company will also work with the provincial government to obtain a Surface and Mining Lease as part of the permitting process. Environmental sensitivities identified in the 2025 baseline program are generally manageable with standard permitting conditions and mitigation strategies, and no critical habitat for species at risk was identified within the area studied. The current EA
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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process applies to the Keats, Iceberg, Dome and Jackpot open pits of the Project; future open pits, underground works and later phases, including expansion of processing capacity and development of additional deposits, would be subject to their own environmental assessment, permitting and regulatory approval processes.
The Project has been designed with consideration for progressive reclamation and eventual closure. Closure planning will continue to evolve through future engineering, environmental, permitting and closure studies, and will include reclamation of disturbed areas, decommissioning of infrastructure and long-term environmental management measures in accordance with applicable regulatory requirements.
Hammerdown
Hammerdown continued to operate under existing permits during Q3 2026. The Company received the permit amendment to convert the Pine Cove circuit to Gravity-CIL, which is permitted to operate at 700 tpd, and continued scoping the permit amendments required to support the planned expansion of Pine Cove to 1,400 tpd in connection with Queensway Phase I. The separate permit to expand throughput capacity to 1,400 tpd to also accept Queensway Phase I feed will be applied for in due course.
Reclamation and closure cost provisions are disclosed in the "Financial Position Review" section and the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026.
Health and Safety
The Company continued to prioritize the health and safety of employees, contractors and visitors across all sites during Q3 2026.
To the end of Q3 2026, Hammerdown and Pine Cove recorded zero lost time incidents over more than 328,846 person-hours worked. Health and safety practices during Q3 2026 focused on hazard identification, training and adherence to applicable occupational health and safety regulations, and on the continued alignment of policies and procedures across the combined portfolio following the Maritime acquisition. There were no material health and safety incidents at Hammerdown during Q3 2026.
Community and Stakeholder Engagement
Engagement activities continued at both projects during Q3 2026. At Queensway, these included continued communication with local communities, land users and other stakeholders, together with the public engagement activities forming part of the provincial EA process. Local hiring remained a priority at Hammerdown, where the operating workforce is substantially drawn from NL, reflecting the Company's commitment to local economic participation in the established mining communities of central Newfoundland.
Queensway is located near the communities of Appleton, Glenwood and Gander and plans to draw on the skilled workforce, contractors and service providers locally available. As Queensway advances, the Company expects to create employment and procurement opportunities within NL and will continue to engage local communities, Indigenous groups, businesses and government agencies. Over the LOM, a total of 530 new jobs are expected to be created in central Newfoundland, comprising 410 jobs at the Queensway mining operations and 120 jobs at the Queensway Mill.
Governance
The Company's governance framework, described in the 2025 Annual MD&A, continued to support oversight of the Company's multi-asset operations during Q3 2026. Governance activities of note during the quarter included:
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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•TSX graduation. The Board and management oversaw completion of the graduation from the TSXV to the TSX, with the Company’s common shares commencing trading on the TSX under the symbol “NFGC” on August 26, 2026 and being voluntarily delisted from the TSXV.
•Equity incentive grants. On August 14, 2026, the Company granted stock options, RSUs and DSUs to officers, employees and directors under its shareholder-approved equity incentive plans.
There were no changes to the composition of the Board of Directors or executive management during Q3 2026.
Financial Results
The following discussion of results of operations should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025 and the related notes thereto.
Comparability of Results
Comparisons between the current and prior periods are affected by several significant factors. The acquisition of Maritime, which closed on November 13, 2025, resulted in the consolidation of Maritime's financial results from the acquisition date onward. Q3 2026 represents the third full quarter of Maritime's mining and processing operations at Hammerdown and Pine Cove, while the comparative Q3 2025 and YTD 2025 periods predate the acquisition and do not include any contribution from Maritime, including revenue, cost of sales, or the associated segment assets and liabilities. In addition, the Hammerdown Mine and Pine Cove Mill achieved their operating levels intended by management during Q3 2026, when depreciation and depletion of the related assets commenced, and the Company achieved commercial production at Hammerdown during Q3 2026. Accordingly, the results for Q3 2026 and YTD 2026 are not directly comparable to those of Q3 2025 and YTD 2025, or to prior quarters of 2026.
Certain comparative figures on the condensed consolidated interim statements of financial position, statements of loss and comprehensive loss and statements of cash flows have been reclassified to conform to the current period presentation.
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| Three months ended | Nine months ended |
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 |
| Revenue | $41,579,812 | $– | $67,189,809 | $– |
| Cost of sales | 23,009,500 | | – | | 45,258,491 | – |
| Income from mine operations | 18,570,312 | | – | | 21,931,318 | – |
| Exploration and evaluation expenses | 14,654,674 | | 13,423,595 | | 42,022,145 | 27,794,432 |
| General and administrative expenses | 3,099,315 | | 3,081,478 | | 10,844,323 | 8,617,468 |
| Share-based compensation | 1,474,292 | | 766,158 | | 4,970,612 | 2,125,090 |
| Loss from operations | (657,969) | | (17,271,231) | | (35,905,762) | (38,536,990) |
| Other income (net) | 2,747,800 | | 4,326,437 | | 8,549,764 | 6,091,553 |
| Income (loss) before income and mining taxes | 2,089,831 | | (12,944,794) | | (27,355,998) | (32,445,437) |
| Mining tax expense – current | (2,211,541) | | – | | (2,211,541) | | – |
| Income and mining tax expenses – deferred | (6,992,096) | | – | | (7,733,272) | | – |
| Net loss and comprehensive loss | $(7,113,806) | $(12,944,794) | $(37,300,811) | $(32,445,437) |
| Loss per share — basic and diluted | $(0.02) | $(0.06) | $(0.14) | $(0.15) |
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Revenue
Revenue of $41,579,812 and $67,189,809 was recognized for Q3 2026 and YTD 2026, respectively, comprising gold revenue of $41,517,993 and $67,059,335, respectively, and silver revenue of $61,819 and $130,474, respectively. Gold doré bars produced at Pine Cove from Hammerdown mineralized material are shipped to the Royal Canadian Mint, where they are refined into gold bullion, with the resulting refined gold bullion (and associated silver by-product) sold by the Company to its customer. No revenue was recognized in the prior comparable periods, as Maritime had not yet been acquired.
During Q3 2026, the Company sold 6,935 ounces of gold at an average realized gold price of $5,996 per ounce (YTD 2026 – 10,878 ounces at $6,177 per ounce), calculated as gold revenue divided by ounces of gold sold.
Cost of Sales
Cost of sales for Q3 2026 was $23,009,500, comprising operating expenses of $22,540,580 and selling expenses of $468,920. Operating expenses were composed of contractor costs ($12,688,124), salaries and employee benefits ($2,738,571), raw materials and consumables ($2,626,961), site administration ($1,066,745), repairs and maintenance ($56,495) and depreciation and depletion ($8,883,376), aggregating to $28,060,272, less a $5,519,692 credit reflecting the change in inventories during the period, representing production-related costs capitalized into stockpile, work-in-process and finished-goods inventories. Depreciation and depletion increased from $105,350 in Q2 2026, as depreciation and depletion of Hammerdown and Pine Cove assets commenced during Q3 2026. No cost of sales was incurred in Q3 2025.
Cost of sales for YTD 2026 was $45,258,491, comprising operating expenses of $44,625,061 and selling expenses of $633,430. Operating expenses consisted of contractor costs ($32,978,203), salaries and employee benefits ($7,187,138), raw materials and consumables ($6,982,376), site administration ($3,395,960), repairs and maintenance ($345,160) and depreciation and depletion ($9,090,387), aggregating to $59,979,224, less a $15,354,163 credit reflecting the change in inventories during the period. No cost of sales was incurred in YTD 2025.
Income from Mine Operations
Income from mine operations was $18,570,312 and $21,931,318 for Q3 2026 and YTD 2026, respectively, compared to $1,924,777 for Q2 2026. The increase reflects higher gold sales in Q3 2026, partially offset by depreciation and depletion of $8,883,376 recognized in cost of sales during Q3 2026. Income from mine operations represented 45% of revenue in Q3 2026.
Exploration and Evaluation Expenditures
Exploration and evaluation (“E&E”) expenditures during Q3 2026 were $14,654,674, an increase of $1,231,079 (or 9%) compared to $13,423,595 in Q3 2025, reflecting the continued execution of the expanded 2026 Queensway drill program. The principal components of Q3 2026 E&E expenditures were personnel, consulting and overheads ($5,312,316), drilling ($5,116,266), technical studies and resource evaluation ($1,605,515), geological and geophysical studies ($1,462,113), assaying and metallurgical testing ($895,234), property holding and other costs ($365,621) and trenching ($239,598), partially offset by a net recovery of $341,989 in environmental, permitting and reclamation costs. The Queensway Project accounted for $13,460,995 (92%) of total Q3 2026 E&E expenditures, with the balance of $1,193,679 incurred on Maritime-acquired exploration assets.
E&E expenditures YTD 2026 were $42,022,145, an increase of $14,227,713 (or 51%) compared to $27,794,432 in YTD 2025, reflecting the expanded 2026 Queensway drill program in contrast to the comparatively slower drilling pace in the first half of 2025. The principal components of YTD 2026 E&E expenditures were drilling ($14,524,022), personnel, consulting and overheads ($12,751,451), technical studies and resource evaluation ($4,625,696), assaying and metallurgical testing ($4,139,340), geological and geophysical studies ($3,549,571), property holding and other costs ($2,391,433) and trenching ($278,916), partially offset by a net recovery of $238,284 in
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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environmental, permitting and reclamation costs. The Queensway Project accounted for $39,591,840 (94%) of total YTD 2026 E&E expenditures, with the balance of $2,430,305 incurred on Maritime-acquired exploration assets. Cumulative exploration expense as at September 30, 2026 was $351,825,941.
General and Administrative Expenses
General and administrative (“G&A”) expenses for Q3 2026 were $3,099,315, compared to $3,081,478 for Q3 2025, an increase of $17,837. The principal movements were:
•An increase of $311,153 in salaries and benefits reflecting the strengthened management and corporate team and the broader corporate footprint following the Maritime acquisition;
•A decrease of $197,401 in office and other expenses;
•A decrease of $130,763 in professional fees for external legal, finance and advisory services; and
•An increase of $34,848 in depreciation.
G&A expenses for YTD 2026 were $10,844,323, compared to $8,617,468 for YTD 2025, an increase of $2,226,855. The increase was primarily driven by:
•An increase of $1,243,894 in salaries and benefits reflecting the strengthened management and corporate team appointed during 2025 and the broader corporate footprint following the Maritime acquisition;
•An increase of $1,172,701 in office and other expenses reflecting the larger operating footprint, expanded governance and compliance activities, increased marketing and shareholder outreach activities, and incremental insurance and IT costs supporting a multi-asset organization; and
•An increase of $103,055 in depreciation.
These increases were partially offset by a decrease of $292,795 in professional fees for external legal, finance and advisory services.
Share-Based Compensation
Share-based compensation expense (“SBC”) for Q3 2026 and YTD 2026 was $1,474,292 and $4,970,612, respectively, compared to $766,158 and $2,125,090 for Q3 2025 and YTD 2025, respectively. The 2026 expense reflects ongoing vesting of stock options and equity-settled restricted share units (“RSUs”) granted during 2025 and 2026, fair value adjustments on cash-settled RSUs up to their settlement during 2026, and deferred share units (“DSUs”) granted to directors in Q3 2026. Of the YTD 2026 expense, $1,654,634 related to stock options, $2,919,893 to equity-settled RSUs, $356,885 to cash-settled RSUs and $39,201 to DSUs. Share-based compensation is non-cash in nature and is recognized over the vesting period of the respective awards in accordance with IFRS 2, Share-based Payment.
Other Income and Expenses
Net other income was $2,747,800 for Q3 2026 and $8,549,764 for YTD 2026, compared to $4,326,437 and $6,091,553 for Q3 2025 and YTD 2025, respectively. The principal movements were:
•Settlement of flow-through share premium of $3,124,124 for Q3 2026 and $8,677,099 for YTD 2026 (Q3 2025 – $3,495,191; YTD 2025 – $4,249,959), reflecting the pro-rated de-recognition of the flow-through share premium liability as qualifying Canadian exploration expenses (“Qualifying CEE”) were incurred pursuant to the Company's June 2025 flow-through financings. The flow-through share premium liability was fully extinguished as at September 30, 2026.
•Gains on investments of $572,250 for Q3 2026 and $1,007,304 for YTD 2026 (Q3 2025 – $361,729; YTD 2025 – $1,088,582), substantially comprising unrealized fair-value gains on the Company's equity investment in Kirkland Lake Discoveries Corp., partially offset by fair-value losses on the Company's investment in Epic Gold Corp.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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•Interest income of $1,179,576 for Q3 2026 and $2,283,247 for YTD 2026 (Q3 2025 – $511,795; YTD 2025 – $892,946), reflecting interest earned on higher average cash balances following the completion of the $115M bought deal financing and the $70M Tranche 1 drawdown on the EdgePoint Senior Credit Facility.
•Interest, accretion and financing expenses of $1,899,050 for Q3 2026 and $3,101,928 for YTD 2026 (Q3 2025 – $3,409; YTD 2025 – $12,882), primarily reflecting interest and accretion on the $70M Tranche 1 drawdown on the Credit Facility at an annual coupon rate of 8.75%, together with accretion on the reclamation and closure cost provisions and the ACOA repayable contribution. YTD 2026, $236,940 of interest was capitalized to construction-in-progress.
•Other expenses of $229,100 for Q3 2026 and $315,958 for YTD 2026 (Q3 2025 – $38,869; YTD 2025 – $127,052), including Part XII.6 tax of $25,353 and $238,311, respectively, in respect of unspent flow-through proceeds under the Look-Back Rule in accordance with the Income Tax Act (Canada). Q3 2025 other expenses comprised Part XII.6 tax of $67,143, partially offset by a foreign exchange gain of $28,272. YTD 2025 other expenses also included a foreign exchange loss of $115,821 and a gain on secured notes of $55,911.
Income and Mining Taxes
Income and mining tax expenses were $9,203,637 for Q3 2026 and $9,944,813 for YTD 2026 (Q3 2025 and YTD 2025 – $nil). Q3 2026 included current mining tax expense of $2,211,541, relating to Newfoundland and Labrador mining tax on income from Maritime. Deferred income and mining tax expenses were $6,992,096 for Q3 2026 and $7,733,272 for YTD 2026. The increase in income and mining tax expense in Q3 2026 reflects higher taxable income at Maritime, driven by the significant increase in revenue to $41.6M in Q3 2026 from $15.7M in Q2 2026.
Net Loss
The Company recorded a net loss of $7,113,806, or $0.02 per common share (basic and diluted), for Q3 2026, compared to $12,944,794, or $0.06 per common share, for Q3 2025. Net loss for YTD 2026 was $37,300,811, or $0.14 per common share, compared to $32,445,437, or $0.15 per common share, for YTD 2025.
The Q3 2026 net loss decreased by $5,830,988 compared to Q3 2025, mainly due to income from mine operations of $18,570,312 and higher interest income, partially offset by income and mining tax expense of $9,203,637, higher E&E expenditures, higher interest, accretion and financing expenses on the Credit Facility and higher share-based compensation. The YTD 2026 net loss increased by $4,855,374 compared to YTD 2025, as income and mining tax expense of $9,944,813, higher E&E expenditures of $14,227,713, and higher G&A, share-based compensation and financing expenses more than offset income from mine operations of $21,931,318, higher interest income and a higher settlement of flow-through share premium.
Financial Position Review
Cash and Cash Equivalents
Cash and cash equivalents increased by $108,272,885, from $58,838,699 at December 31, 2025, to $167,111,584 at September 30, 2026. The increase primarily reflects proceeds from the Bought Deal, the Tranche 1 drawdown on the Credit Facility and the exercise of stock options and warrants, partly offset by cash used in operating activities and capital expenditures at Hammerdown, Pine Cove and Queensway. During Q3 2026, cash and cash equivalents decreased by $26,720,825 from $193,832,409 at June 30, 2026, primarily reflecting capital expenditures at Hammerdown and Pine Cove and the settlement of accounts payable and accrued liabilities.
Inventories
Inventories increased by $16,290,449, from $4,722,848 (as revised) at December 31, 2025 to $21,013,297 at September 30, 2026, including an increase of $5,851,184 in Q3 2026 (June 30, 2026 – $15,162,113). The main movements were:
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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•Stockpiled mineralized material increased by $14,338,978 to $15,943,527 for YTD 2026, including $8,781,879 in Q3 2026. Mineralized material mined at Hammerdown exceeded mineralized material processed at Pine Cove by approximately 30,900 tonnes in Q3 2026 and 46,100 tonnes YTD 2026, as mining rates outpaced mill throughput. Beginning in Q3 2026, the cost of stockpiled material also includes depreciation and depletion of the Hammerdown mining assets, which increased the carrying cost per tonne.
•Supplies and consumables increased by $1,842,493 to $2,472,883 for YTD 2026, including $1,237,677 in Q3 2026. The increase reflects higher quantities held to support increased mining and processing activity.
•Work-in-process and finished goods. Work-in-process increased by $591,613 to $1,958,524 for YTD 2026, despite a decrease of $1,068,002 in Q3 2026, as gold poured during the quarter exceeded gold recovered into the circuit, drawing down gold-in-circuit inventory. Finished goods decreased by $482,635 to $638,363 for YTD 2026, including a decrease of $3,100,370 in Q3 2026, as gold sold during the quarter exceeded gold poured.
Investments
Investments increased by $1,007,304, from $8,895,559 at December 31, 2025 to $9,902,863 at September 30, 2026, attributable to unrealized fair-value gains on the Company's equity investment in Kirkland Lake Discoveries Corp. ($1,144,500), partially offset by unrealized fair-value losses on Epic Gold Corp. ($137,195). The Company did not dispose of any investments during the period.
Property, Plant and Equipment
PP&E increased by $41,841,075, from $250,544,133 at December 31, 2025 to $292,385,208 at September 30, 2026. Additions of $52,320,821, comprising $44,282,212 of construction-in-progress and $8,038,609 of plant and equipment, were partially offset by depreciation and depletion of $9,775,805, a $301,182 reduction from changes in reclamation and closure cost estimates, $237,826 of government contributions under the ACOA Contribution Agreement deducted from the carrying amount of the Pine Cove Mill, and disposals with a net book value of $164,932. Beginning in Q3 2026, $10,968,212 of mining interests and plant and equipment at Hammerdown and Pine Cove were determined to be capable of operating in the manner intended by management and were transferred from construction-in-progress, with depreciation and depletion commencing during Q3 2026.
Exploration and Evaluation Assets
E&E assets increased by $294,339, from $77,664,022 at December 31, 2025 to $77,958,361 at September 30, 2026, comprising claim staking and license renewal costs of $99,016 at Queensway and $178,858 at other properties, and $16,465 of legal fees related to the Epic Gold Corp. claims acquired in 2025.
Other Asset Items
•Receivables increased by $2,670,069 to $6,995,542 (December 31, 2025 – $4,325,473), representing mainly sales tax receivable of $6,455,676.
•Prepayments and deposits decreased by $890,357 to $2,463,116 (December 31, 2025 – $3,353,473), mainly from the amortization of prepaid insurance.
•Other assets increased by $792,821 to $3,409,547 (December 31, 2025 – $2,616,726), representing mainly additional reclamation of financial assurance.
Liabilities
•Accounts payable and accrued liabilities increased by $18,916,325 to $31,255,849 at September 30, 2026 (December 31, 2025 – $12,339,524), primarily reflecting increases in accrued liabilities of $15,885,128 and in accounts payable of $3,005,686, associated with capital expenditures at Hammerdown and Pine Cove and the 2026 Queensway drill program.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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•Deferred revenue of $5,126,202 at June 30, 2026, representing customer prepayments for refined gold, was recognized as revenue on delivery during Q3 2026. No deferred revenue was outstanding at September 30, 2026 (December 31, 2025 – $nil).
•The flow-through share premium liability of $8,677,099 at December 31, 2025 was fully extinguished as of September 30, 2026, as the Company incurred sufficient Qualifying CEE to satisfy its obligations in respect of the June 2025 flow-through financings.
•Loans payable (current and non-current portions combined) increased by $66,321,848 to $66,925,542 at September 30, 2026 (December 31, 2025 – $603,694), comprising the amortized cost of the Tranche 1 drawdown on the Credit Facility ($65,475,516), the ACOA repayable contribution ($615,415) and vehicle loans ($834,611). The current portion of $6,535,782 is presented within other current liabilities.
•Reclamation and closure cost provisions decreased by $517,064 to $10,353,004 at September 30, 2026 (December 31, 2025 – $10,870,068), reflecting changes in estimates of $763,675 and reclamation costs incurred of $37,175, partially offset by accretion of $283,786.
•Current tax liability of $2,211,541 (December 31, 2025 – $nil) represents mining tax payable in respect of Q3 2026.
•Deferred income tax liabilities increased by $7,733,276 to $90,226,222 at September 30, 2026 (December 31, 2025 – $82,492,946, as revised), reflecting the deferred income and mining tax expense recognized by YTD 2026.
Shareholders’ Equity
Shareholders' equity increased by $83,851,210, from $419,618,981 at December 31, 2025 to $503,470,191 at September 30, 2026. Share capital increased by $124,401,166 to $827,665,284, mainly from the Bought Deal ($115,055,200, less share issue costs of $6,063,298) and the exercise of warrants and stock options and settlement of RSUs. This was partly offset by the YTD 2026 net loss of $37,300,811, which increased the accumulated deficit to $392,479,220. Reserves were $40,857,240 and warrants were $27,426,887 at September 30, 2026.
Liquidity and Capital Resources
As at September 30, 2026, the Company had cash and cash equivalents of $167,111,584, a working capital surplus of $167,272,288 (current assets of $207,486,402 less current liabilities of $40,214,114), total assets of $705,775,607 and total shareholders' equity of $503,470,191 (December 31, 2025 – cash and cash equivalents of $58,838,699, working capital surplus of $58,464,597, total assets of $535,497,022 and total shareholders' equity of $419,618,981). The working capital surplus increased by $108,807,691 compared to the prior year-end, reflecting proceeds from the $115M Bought Deal and the $70M Tranche 1 drawdown on the Credit Facility, partially offset by cash used in operating and investing activities.
The Company manages its cash balances conservatively, holding funds primarily in high-quality financial institutions in Canada. Working capital fluctuations during YTD 2026 were primarily driven by exploration expenditures at Queensway, operating and capital expenditures at Hammerdown and Pine Cove, and corporate activities.
Cash Flow Summary
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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| | | | | | | | | | | | | | |
| Three months ended | Nine months ended |
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 |
| Cash used in operating activities | $(6,766,801) | $(16,027,801) | $(31,287,215) | $(34,713,701) |
| Cash (used in) generated from investing activities | (19,055,212) | (406,142) | (39,869,278) | 2,245,440 |
| Cash (used in) generated from financing activities | (874,732) | 21,119,467 | 179,409,721 | 81,297,450 |
| Effect of exchange rate fluctuations on cash | $(24,080) | $30,289 | $19,657 | $(10,616) |
| Net (decrease) increase in cash | $(26,720,825) | $4,715,813 | $108,272,885 | $48,818,573 |
Operating Activities
Net cash used in operating activities was $6,766,801 for Q3 2026 and $31,287,215 for YTD 2026 (Q3 2025 – $16,027,801; YTD 2025 – $34,713,701). Before changes in non-cash working capital, operating cash flow was $11,202,453 in Q3 2026, reflecting income from mine operations at Hammerdown, offset by Queensway E&E and G&A expenditures. Working capital used was $17,969,254 in Q3 2026, mainly from lower accounts payable and accrued liabilities, higher inventories and the delivery of gold prepaid in June 2026.
Investing Activities
Net cash used in investing activities was $19,055,212 for Q3 2026 and $39,869,278 for YTD 2026 (Q3 2025 – $406,142 used; YTD 2025 – $2,245,440 generated). Purchases of PP&E were $18,644,155 in Q3 2026 and $38,615,392 in YTD 2026, mainly at Hammerdown, Pine Cove and Queensway.
Financing Activities
Net cash used in financing activities was $874,732 for Q3 2026, mainly for loan repayments of $2,393,504, principally Credit Facility interest, partly offset by warrant exercise proceeds of $1,410,986 and the second ACOA drawdown of $277,649. Net cash from financing activities for YTD 2026 was $179,409,721 (YTD 2025 – $81,297,450), mainly from the $115,055,200 Bought Deal and the $69,300,000 Tranche 1 drawdown, net of share issue costs of $6,063,298 and debt financing costs of $1,832,088.
Capital Management
The Company's objectives in managing capital are to ensure sufficient liquidity to support planned activities, maintain financial flexibility, and minimize undue shareholder dilution while advancing its portfolio of gold assets. Management monitors capital resources on an ongoing basis and adjusts exploration, development and operational plans as necessary to align with available funding. Other than the financial covenants under the Credit Agreement described under the EdgePoint Senior Secured Credit Facility, the Company was not subject to externally imposed capital requirements during the nine months ended September 30, 2026.
Commitments and Contingencies
Contractual obligations recognized in the condensed consolidated interim statements of financial position as at September 30, 2026 are shown below. The amounts presented represent the future undiscounted principal and
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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interest cash flows, and therefore, do not equate to the carrying amounts on the consolidated statements of financial position.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Within 1 year | | 2-3 years | | 4-5 years | | More than 5 years | | Total |
| Accounts payable and accrued liabilities | $31,255,849 | | $– | | $– | | $– | | $31,255,849 |
| Lease liabilities | 348,160 | | | 686,485 | | | 507,127 | | | 278,925 | | | 1,820,697 | |
| Loans payable | 6,448,683 | | | 82,101,244 | | | 516,423 | | | 23,359 | | | 89,089,709 | |
| Reclamation and closure cost provisions | – | | | 928,038 | | | 990,229 | | | 14,571,725 | | | 16,489,992 | |
| $38,052,692 | | $83,715,767 | | $2,013,779 | | $14,874,009 | | $138,656,247 |
Mineral Property Commitments
The Company's mineral property commitments at September 30, 2026 were substantially consistent with those described in the 2025 Annual MD&A:
•Queensway royalty obligations include net smelter return ("NSR") royalties ranging from 0.4% to 3.00%, with buy-back provisions totaling $4,250,000 that, if exercised, would reduce NSRs to 0.5%–1.5%. The Epic Gold Corp. claims acquired in 2025 carry a 1.0% NSR with a right to repurchase 0.5% for $750,000 within three years.
•Kingsway Project carries a 1.0% NSR and a $1 per ounce Resource Payment at commencement of commercial production, together with an advance royalty of $50,000 per year. The advance royalty commitment commenced on March 3, 2026 and the Company made its first annual payment during Q1 2026; subsequent annual payments are payable on each anniversary thereafter.
•Green Bay, Sprucy Pond and Inomin properties are subject to various NSRs with buy-back provisions, all assumed in connection with the Maritime acquisition.
•VOA Option Agreement — entered into on November 2, 2022, as amended and restated, to acquire a 100% interest in five mineral licenses located in Gander, Newfoundland and Labrador. Remaining option payments consist of $800,000 cash plus 119,284 common shares on or before November 2, 2027.
•Epic Gold Corp. claims purchase agreement — additional consideration of up to 725,543 common shares may become payable depending on the outcome of a court case relating to the underlying claims.
No new material mineral property acquisitions or option agreements were entered into YTD 2026 that materially altered the Company's mineral property commitment profile.
Flow-Through Expenditure Commitments
In connection with the June 2025 flow-through share financings, the Company was required to incur Qualifying CEE by December 31, 2026. During Q3 2026 and YTD 2026, the Company incurred $10,876,904 and $30,517,930, respectively, in Qualifying CEE (Q3 2025 and YTD 2025 – $12,127,255 and $14,746,070, respectively). As at September 30, 2026, the Company had fully satisfied its flow-through expenditure commitment (December 31, 2025 – $30,106,905 outstanding), and the flow-through share premium liability was fully extinguished.
ACOA Repayable Contribution
On March 24, 2026 and August 24, 2026, the Company received drawdowns of $595,266 and $277,649, respectively, under a repayable contribution agreement with ACOA (the “ACOA Contribution Agreement”) for up to $975,000 of eligible costs to upgrade Pine Cove. The contribution is non-interest-bearing and unsecured and is repayable in 60 equal monthly instalments that commenced on July 1, 2026. As at September 30, 2026, the amortized cost of the liability was $615,415, of which $125,078 was current.
EdgePoint Senior Secured Credit Facility
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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On April 20, 2026, the Company entered into a credit agreement (the “Credit Agreement”) with EdgePoint for a senior secured credit facility of up to $105,000,000 (the “Facility”), comprising Tranche 1 ($70,000,000) and Tranche 2 ($35,000,000). The Facility bears interest at a fixed rate of 8.75% per annum, payable quarterly, and matures three years after the Tranche 1 drawdown. Tranche 1 was drawn on May 15, 2026 for net cash proceeds of $69,300,000, together with the issuance to EdgePoint of 2,489,818 warrants exercisable at $3.30 until May 15, 2029 (the “Tranche 1 Warrants”). Tranche 2 is available at the Company's election until May 15, 2027, subject to conditions precedent, and was undrawn at September 30, 2026.
As at September 30, 2026, the carrying amount of the Facility was $65,475,516, of which $6,256,421 was current. The Company recognized interest and accretion of $3,055,279 on the Facility in YTD 2026, including interest of $2,307,675, all of which was paid during the period. The accounting for the Facility is described in Note 13 of the condensed consolidated interim financial statements for the three and nine months ended September 30, 2026.
Under the Credit Agreement, the Company is required to maintain a minimum consolidated cash balance of $3,000,000 and a positive consolidated working capital balance, as defined in the Credit Agreement. The Company was in compliance with both covenants at September 30, 2026.
Contingencies
In connection with the Maritime acquisition, the Company assumed obligations under a royalty deed relating to the Green Bay block within the Hammerdown Property. Under the terms of the royalty deed, the Company is required to pay holders of 21,070,000 royalty units an amount equal to 10% of Net Cash Flow from Green Bay, commencing on the first anniversary of the date of commencement of Commercial Production. Total payments under the royalty deed are capped at $3,160,500, and royalty payments may be made, at the Company's option, in cash, physical gold, or a combination thereof. No Royalty Payments were made or payable as of September 30, 2026.
Summary of Quarterly Results
The following discussion summarizes selected quarterly financial information for New Found Gold for the eight most recently completed fiscal quarters. This information should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025 prepared in accordance with IFRS.
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| Amounts in $000’s except per share amounts | | Q3 2026 | | Q2 2026 | | Q1 2026 | | Q4 2025 (1) | | Q3 2025 | | Q2 2025 | | Q1 2025 | | Q4 2024 |
| Revenue | | $41,580 | | $15,722 | | $9,888 | | $5,807 | | $– | | $– | | $– | | $– |
| Cost of sales | | (23,010) | | | (13,797) | | | (8,452) | | | (4,618) | | | – | | | – | | | – | | | – | |
| Exploration and evaluation expenses | | (14,655) | | | (14,813) | | | (12,555) | | | (13,586) | | | (13,424) | | | (8,640) | | | (5,730) | | | (15,413) | |
| General and administrative expenses | | (3,099) | | | (2,651) | | | (5,094) | | | (3,040) | | | (3,081) | | | (1,710) | | | (3,826) | | | (1,354) | |
| Share-based compensation | | (1,474) | | | (1,717) | | | (1,779) | | | (4,160) | | | (766) | | | (1,511) | | | 153 | | | (74) | |
| Transaction costs | | – | | | – | | | – | | | (4,788) | | | – | | | – | | | – | | | – | |
| Other income (expenses) | | 2,748 | | | 6,453 | | | (651) | | | 9,933 | | | 4,326 | | | 1,299 | | | 466 | | | 3,433 | |
| Income and mining tax expenses | | (9,204) | | | (275) | | | (466) | | | (154) | | | – | | | – | | | – | | | – | |
| Net loss and comprehensive loss | | (7,114) | | (11,078) | | (19,109) | | (14,606) | | (12,945) | | (10,562) | | (8,937) | | (13,408) |
| Loss per share – basic and diluted | | (0.02) | | (0.03) | | (0.08) | | (0.05) | | (0.06) | | (0.05) | | (0.04) | | (0.07) |
| Total assets | | 705,776 | | 705,676 | | 521,207 | | 535,497 | | 119,946 | | 113,133 | | 61,720 | | 74,019 |
| Cash and cash equivalents | | 167,112 | | 193,832 | | 37,915 | | 58,839 | | 71,136 | | 66,420 | | 12,368 | | 22,318 |
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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(1)Q4 2025 cost of sales decreased by $1.1M and income and mining tax expenses increased by $0.5M as a result of the measurement period adjustments relating to the fair value of inventories from the Maritime acquisition purchase price allocation. Refer to Note 4 of the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 for the full revised purchase price allocation.
The Company's quarterly results are primarily driven by the timing and scale of exploration and development activities at Queensway, mining and milling activities at Hammerdown and Pine Cove following the November 13, 2025 Maritime acquisition, the level of general and administrative activity supporting a multi-asset organization, and transaction-related costs and other income items including the settlement of flow-through share premium liabilities, gains and losses on the Company's equity investments, interest income on cash balances and interest expense on the Credit Facility. Quarterly results fluctuate based on the level and timing of activities undertaken during each period, and period-to-period fluctuations may not be indicative of underlying trends or future performance.
Q3 2026 Compared to Previous Quarters
Selected observations from quarterly financial information are as follows:
•Revenue and cost of sales. Revenue of $41.6M was recognized for Q3 2026, compared to $15.7M in Q2 2026 and $9.9M in Q1 2026, reflecting higher gold sales following the operational ramp-up and the achievement of commercial production at Hammerdown. Cost of sales of $23.0M in Q3 2026 (Q2 2026 – $13.8M) includes depreciation and depletion of $8.9M, following the commencement of depreciation and depletion of the Hammerdown and Pine Cove assets during Q3 2026. The Company recognized income from mine operations of $18.6M in Q3 2026, compared to $1.9M in Q2 2026.
•Exploration and evaluation expenditures. E&E expenditures of $14.7M in Q3 2026 (Q2 2026 – $14.8M) reflect the continued execution of the expanded 2026 Queensway drill program. E&E expenditure levels vary from quarter to quarter, reflecting different program intensities during each period.
•General and administrative expenses. G&A of $3.1M in Q3 2026 (Q2 2026 – $2.7M; Q1 2026 – $5.1M) reflects the strengthened management team appointed during 2025, the broader corporate footprint following the Maritime acquisition, and dual-listing-related compliance and audit activity.
•Share-based compensation. SBC of $1.5M in Q3 2026 (Q2 2026 – $1.7M; Q1 2026 – $1.8M) reflects ongoing vesting of the stock options and RSUs granted during 2025 and 2026 and DSUs granted to directors during the quarter. The Q1 2025 SBC recovery of $0.2M primarily reflects forfeitures of previously granted awards in connection with the 2025 management transition.
•Transaction costs. Q4 2025 transaction costs of $4.8M related primarily to legal, advisory, valuation and accounting fees incurred in connection with the Maritime acquisition. No transaction costs were incurred in 2026 or in the other comparative quarters presented.
•Other income (expenses). Q3 2026 net other income of $2.7M includes the $3.1M settlement of flow-through share premium, interest income of $1.2M and $0.6M of unrealized fair-value gains on equity investments, partially offset by interest, accretion and financing expenses of $1.9M. Q2 2026 net other income of $6.5M included $3.8M of net unrealized fair-value gains on equity investments, and the Q1 2026 net other expense of $0.7M included unrealized investment losses partly offset by flow-through share premium settlements.
•Net loss and loss per share. Q3 2026 net loss was $7.1M ($0.02 per share, basic and diluted), compared to $11.1M in Q2 2026 and $19.1M in Q1 2026. Income from mine operations of $18.6M was partially offset by income and mining tax expenses of $9.2M, including the current mining tax expense of $2.2M.
•Balance sheet items. Total assets were $535.5M at December 31, 2025, reflecting the November 13, 2025 Maritime acquisition, $521.2M at March 31, 2026, $705.7M at June 30, 2026, following the proceeds of the Finance Package, and $705.8M at September 30, 2026. Cash and cash equivalents increased from $58.8M at December 31, 2025 to $193.8M at June 30, 2026, and decreased to $167.1M at September 30, 2026, primarily reflecting capital expenditures and working capital movements in Q3 2026.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Outstanding Share Data
As at September 30, 2026, New Found Gold had 385,930,765 common shares issued and outstanding (December 31, 2025 – 342,329,665). The Company's common shares are listed for trading on the TSX and on the NYSE American under the symbol “NFGC”. In connection with the Company's graduation to the TSX on August 26, 2026, the common shares were voluntarily delisted from the TSXV.
Share Capital Movements
For YTD 2026, 43,601,100 common shares were issued, comprising:
•38,870,000 common shares issued relating to the bought deal equity financing component of the Finance Package, which closed on April 27, 2026, for gross proceeds of $115,055,200;
•1,501,964 common shares issued on the exercise of 1,501,964 stock options at a weighted average exercise price of $1.40 per share, for cash proceeds of $2,108,767 (with a corresponding transfer of $2,478,480 from reserves to share capital);
•2,547,136 common shares issued on the exercise of 2,547,136 share purchase warrants at a weighted average exercise price of $1.06 per share, for cash proceeds of $2,697,624 (with a corresponding transfer of $5,662,796 from warrants to share capital); and
•682,000 common shares issued on the settlement of 717,667 vested equity-settled RSUs, with a corresponding transfer of $2,461,597 from reserves to share capital.
Stock Options
As at September 30, 2026, the Company had 7,328,276 stock options outstanding (December 31, 2025 – 7,631,500) with exercise prices ranging from $0.67 to $8.98 and a weighted average exercise price of $2.32. Of these, 4,008,397 options were exercisable at a weighted average exercise price of $2.34.
YTD 2026, 1,741,278 stock options were granted at a weighted average exercise price of $2.50 per option, 1,501,964 options were exercised at a weighted average exercise price of $1.40, and 542,538 options were forfeited or expired at a weighted average exercise price of $5.48.
Restricted Share Units
As at September 30, 2026, 2,459,361 equity-settled RSUs were outstanding (December 31, 2025 – 2,394,348). YTD 2026, 782,680 equity-settled RSUs were granted and 717,667 were settled, and the 300,000 cash-settled RSUs outstanding at December 31, 2025 were settled.
Deferred Share Units
During Q3 2026, the Company granted 128,454 DSUs to directors. The DSUs are expected to be equity-settled, vest in full on the first anniversary of the grant date and are settled when the holder departs the Company. As at September 30, 2026, 128,454 DSUs were outstanding (December 31, 2025 – nil). Share-based compensation of $39,201 was recognized for the DSUs in Q3 2026.
Warrants
As at September 30, 2026, the Company had 14,894,717 warrants outstanding (December 31, 2025 – 14,952,035) with a weighted average exercise price of $1.72. Warrants outstanding include replacement warrants issued in connection with the Maritime acquisition, whereby each outstanding Maritime warrant became exercisable for New Found Gold common shares adjusted per the 0.75 Exchange Ratio, and the 2,489,818 Tranche 1 Warrants issued to EdgePoint. A total of 2,547,136 replacement warrants were exercised for gross proceeds of $2,697,624 YTD 2026.
Fully Diluted Share Capital
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Assuming the exercise of all outstanding stock options and warrants and the settlement of all outstanding equity-settled RSUs and DSUs, the Company would have 410,741,573 common shares outstanding on a fully diluted basis as at September 30, 2026.
Subsequent Changes
Subsequent to September 30, 2026, 129,224 common shares were issued in connection with the VOA Option Agreement, 150,000 common shares were issued on the exercise of share purchase warrants, and 33,750 common shares were issued on the exercise of stock options. In addition, 33,333 stock options expired unexercised, and 260,000 stock options and 50,000 RSUs were granted.
The table below summarizes the Company’s outstanding equity instruments as at September 30, 2026 and November 10, 2026.
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| Instrument | | September 30, 2026 | | November 10, 2026 |
| Common shares outstanding | | 385,930,765 | | 386,243,739 |
| Stock options | | 7,328,276 | | 7,521,193 |
| RSUs (equity-settled) | | 2,459,361 | | 2,509,361 |
| DSUs (equity-settled) | | 128,454 | | 128,454 |
| Warrants | | 14,894,717 | | 14,744,717 |
| Fully diluted shares | | 410,741,573 | | | 411,147,464 | |
Related Party Transactions
The Company’s related parties include its subsidiaries, key management personnel and companies having common directors and officers.
Key management personnel include the Company’s directors and executive officers, who have the authority and responsibility for planning, directing and controlling the activities of the Company. Compensation of key management personnel for the three and nine months ended September 30, 2026 was as follows:
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| Three months ended September 30 | | Nine months ended September 30 |
| 2026 | 2025 | | 2026 | 2025 |
Salaries and consulting (1) | $535,693 | $542,047 | | $1,746,649 | $1,304,821 |
| Share-based compensation | 1,205,662 | | 676,896 | | | 4,214,873 | | 2,141,549 | |
| Bonus | – | | – | | | 1,015,167 | | 1,031,760 | |
| Termination benefits | – | | – | | | – | | 929,520 | |
| $1,741,355 | $1,218,943 | | $6,976,689 | $5,407,650 |
(1) Salary recorded in exploration and evaluation expenditures in the condensed consolidated interim statements of loss and comprehensive loss for the three and nine months ended September 30, 2026 - $94,500 and $283,500, respectively.Key management personnel compensation includes salaries of $94,500 and $283,500 for Q3 2026 and YTD 2026, respectively, recorded in E&E expenditures. As at September 30, 2026, $29,500 (December 31, 2025 – $3,989) was payable to key management personnel and directors for accrued salaries, bonuses and expense reimbursements, included in accounts payable and accrued liabilities. These amounts are unsecured, non-interest bearing, and without fixed terms of repayment.
Risks and Uncertainties
The Company’s business operations are subject to a number of risks, uncertainties, and other factors that may impact the Company’s actual results, performance, or the development of the Company’s ongoing projects. Such
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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factors include those described in the section “Risks and Uncertainties” in the Company’s annual Management’s Discussion and Analysis for the year ended December 31, 2025, the Management’s Discussion and Analysis for the three and six months ended June 30, 2026, in the section “Risks” in the Company’s most recently filed Annual Information Form, and in the Company’s Annual Report on Form 40-F filed with the United States Securities and Exchange Commission, each of which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
Critical IFRS Accounting Policies and Accounting Estimates
The Company’s consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. New Found Gold’s material accounting policies, including a summary of current and future changes in accounting policies, are disclosed in Note 3 to the condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and in the audited consolidated financial statements for the year ended December 31, 2025.
The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Critical accounting estimates have a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions. The critical judgments and key sources of estimation uncertainty in the application of accounting policies during the year ended December 31, 2025 are disclosed in Note 4 to the 2025 audited consolidated financial statements. YTD 2026, management applied significant judgment in determining when the Hammerdown Mine and Pine Cove Mill achieved their operating levels intended by management, which the Company concluded occurred during Q3 2026, as disclosed in Note 3 and 8 to the condensed consolidated interim financial statements for the three and nine months ended September 30, 2026. In addition, the fair values of the assets acquired, and liabilities assumed in the Maritime acquisition remain provisional, with the measurement period ending no later than November 13, 2026.
Management has discussed the development and selection of critical accounting policies and estimates with the Audit Committee which has reviewed the Company’s disclosures included or incorporated by reference in this MD&A.
Non-IFRS Financial Measures
This MD&A refers to cash costs, cash costs per ounce of gold produced, AISC, AISC per ounce of gold produced, average realized gold price and EBITDA, which are non-IFRS financial measures or non-IFRS ratios. These measures do not have standardized meanings prescribed by IFRS and may not be comparable to similar measures presented by other issuers.
Management uses these measures to assess the operating performance of Hammerdown and the Company's ability to generate cash flow from its operations and believes that investors and analysts use them to compare gold producers. They are intended to supplement, and not replace, measures prepared in accordance with IFRS.
Cash Costs
Cash costs comprise mining, processing and site administration costs incurred at Hammerdown and Pine Cove, together with selling expenses, and exclude depreciation and depletion, reclamation, sustaining capital, exploration, corporate G&A and financing costs. Cash costs are calculated as operating expenses within cost of sales, less depreciation and depletion, adjusted for the change in inventories, plus selling expenses. Cash costs per ounce produced is cash costs divided by gold ounces produced. Silver revenue is not deducted from cash costs.
Cash costs are a non-IFRS measure and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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All-In Sustaining Costs
AISC is based on guidance published by the World Gold Council (“WGC”). AISC comprises cash costs plus reclamation expense, sustaining exploration and sustaining capital expenditures at Hammerdown and Pine Cove. Sustaining capital expenditures are those required to maintain current production. AISC excludes growth capital, including the Pine Cove conversion and expansion, Queensway exploration and development, corporate G&A, share-based compensation, financing costs and income taxes. AISC per ounce produced is AISC divided by gold ounces produced.
Average realized gold price is revenue under IFRS divided by gold equivalent ounces sold in the period.
The following table reconciles cash costs, AISC and the related per-ounce measures, and average realized gold price, to the condensed consolidated interim financial statements for the three and nine months ended September 30, 2026. No comparative figures are presented because the Company had no mining operations in 2025.
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| Three months ended September 30, | Nine months ended September 30, |
| 2026 | 2025 | 2026 | 2025 |
| Operating expenses (Note 19) | $22,540,580 | $– | $44,625,061 | $– |
| Less: depreciation and depletion | (8,883,376) | | – | | (9,090,387) | | – | |
| Add: change in inventories | 5,519,692 | | – | | 15,354,163 | | – | |
| Add: selling expenses | 468,920 | | – | | 633,430 | | – | |
| Cash costs | $19,645,816 | $– | $51,522,267 | $– |
| Reclamation expense | 85,060 | | – | | 236,817 | | – | |
| Sustaining exploration | 1,193,679 | | – | | 2,430,305 | | – | |
| Sustaining capital expenditures | 1,386,419 | | – | | 4,221,476 | | – | |
| All-in sustaining costs | $22,310,974 | $– | $58,410,865 | $– |
| Gold produced (ounces) | 4,863 | | – | | 10,670 | | – | |
| Cash costs per ounce produced ($/oz) | 4,040 | | – | | 4,829 | | – | |
| AISC per ounce produced ($/oz) | 4,588 | | – | | 5,474 | | – | |
| Revenue | $41,579,812 | $– | $67,189,809 | $– |
| Gold equivalent ounces sold (ounces) | 6,935 | | – | | 10,878 | | – | |
| Average realized gold price ($/oz) | 5,996 | | – | | 6,177 | | – | |
EBITDA
EBITDA is net income (loss) before income and mining taxes, interest, accretion and financing expenses, and depreciation and depletion. Management uses EBITDA to assess operating performance before the effects of financing, taxes, and non-cash depreciation and depletion. The following table reconciles net loss to EBITDA:
| | | | | | | | | | | | | | |
| Three months ended September 30, | Nine months ended September 30, |
| 2026 | 2025 | 2026 | 2025 |
| Net loss | $(7,113,806) | $(12,944,794) | $(37,300,811) | $(32,445,437) |
| Add: income and mining tax expense | 9,203,637 | | – | | 9,944,813 | | – | |
| Add: interest, accretion and financing expenses | 1,899,050 | | 3,409 | | 3,101,928 | | 12,882 | |
| Add: depreciation and depletion | 9,101,404 | | 183,182 | | 9,775,805 | | 582,363 | |
| EBITDA | $13,090,285 | $(12,758,203) | $(14,478,265) | $(31,850,192) |
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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Forward-Looking Non-IFRS Measures
Cash cost and AISC estimates disclosed in this MD&A for Queensway and Hammerdown are derived from the respective PEAs. They are forward-looking, are calculated per ounce of gold sold as defined in each PEA and cannot be reconciled to historical IFRS measures. Actual results may differ materially due to changes in gold prices, operating conditions, cost inflation, regulatory requirements and other factors described in “Risks and Uncertainties”.
Internal Controls Over Financial Reporting and Disclosure Controls and Procedures
The Company's management is responsible for establishing and maintaining adequate disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as those terms are defined in National Instrument 52-109 — Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). DC&P are designed to provide reasonable assurance that information required to be disclosed by the Company in reports it files or submits under securities legislation is recorded, processed, summarized and reported within the time periods specified by securities legislation, and is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with IFRS as issued by the IASB.
In accordance with the requirements of NI 52-109, the Company's CEO and CFO, with the participation of management, have designed, or caused to be designed under their supervision, the Company's DC&P and ICFR.
In accordance with section 3.3 of NI 52-109, the Company's management has limited the scope of the design of DC&P and ICFR to exclude controls, policies and procedures of Maritime, which was acquired by the Company on November 13, 2025. Summary financial information relating to Maritime that has been consolidated in the Company's condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 is as follows:
•Revenue: $67,189,809
•Net income: $9,376,808
•Total assets: $481,387,743
•Total liabilities: $160,508,773
The Company is in the process of integrating Maritime's controls, policies and procedures within the Company's overall DC&P and ICFR framework, and expects to complete this integration during the year ending December 31, 2026.
Other than the continued integration of Maritime's controls, policies and procedures referred to above, there were no changes in the Company's ICFR during Q3 2026 that materially affected, or are reasonably likely to materially affect, the Company's ICFR.
The Company's management, including the CEO and CFO, recognizes that any system of DC&P or ICFR, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. Inherent limitations on the effectiveness of any system of controls and procedures include the possibility of human error, lapses in judgment, the circumvention or override of controls by individuals, breakdowns in operation, and cost-benefit considerations applied in the design of any control system. Because of these inherent limitations, even effective DC&P and ICFR may not prevent or detect all misstatements or instances of fraud.
Maritime Acquisition
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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On November 13, 2025, the Company completed the acquisition of Maritime Resources Corp. (“Maritime”) by way of a plan of arrangement, issuing common shares together with replacement stock options and replacement share purchase warrants for aggregate purchase consideration of $311.0M. Through the acquisition, the Company acquired the Hammerdown, Orion and Stog’er Tight deposits, the Pine Cove Mill, the Nugget Pond Hydrometallurgical Gold Plant and associated land and infrastructure. The acquisition was accounted for as a business combination under IFRS 3, Business Combinations, and is described in detail in Note 5 to the Company’s audited consolidated financial statements for the year ended December 31, 2025.
The purchase price allocation remained preliminary and provisional as at September 30, 2026, with goodwill of $124.5M, and is subject to refinement during the IFRS 3 measurement period, which ends no later than November 13, 2026. During Q1 2026, the Company recognized a measurement period adjustment to the provisional fair value of acquired in-circuit gold inventory, with the comparative information retrospectively revised in accordance with IFRS 3; the adjustment is non-cash. Full details of the revised purchase price allocation and the measurement period adjustment are set out in Note 4 to the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026.
Cautionary Notes Regarding Forward-Looking Statements
This MD&A contains forward-looking statements which reflect management's expectations regarding the Company’s future growth, 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) and business prospects, future business plans and opportunities. Wherever possible, words such as “expects”, “plans”, “anticipates”, “believes”, “interpreted”, “intends”, “estimates”, “projects”, “aims”, “suggests”, “appears”, “indicate”, “often”, “target”, “future”, “likely”, “pending”, “potential”, “goal”, “objective”, “prospective”, “possibly”, “preliminary”, “initial”, and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements.
These forward-looking statements include, among other things, statements relating to the Queensway Gold Project; mineralization on Queensway; the interpretation of the results and benefits of the drilling program; statements related to the Hammerdown Gold Project and planned activities on the project; future drilling and the related timing and expected benefits thereof; updated MREs and related timing; the filing of the 2026 PEA; the completion of a pre-feasibility or feasibility study and related timing and costs; assay results; the interpretation of assay results; the extent of mineralization and the discovery of zones of high-grade gold mineralization; plans for future exploration and drilling and the focus and timing of same; the merits of Queensway and Hammerdown gold projects; production at Queensway and Hammerdown gold projects and related timing; submission of environmental assessment and related timing; the Company’s areas of focus; estimates related to the mineral resources; the Company’s future business plans; advancing Queensway as a district-scale exploration and development asset with long-term growth potential; future commercial production at Hammerdown and Pine Cove; maintaining financial discipline and access to capital; applying disciplined and consistent technical, and governance standards across assets; the market price of gold; expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations; the ability to qualify for, retain and/or maintain any required permits, licenses or other necessary approvals for the exploration or development of its mineral properties; government regulation of mineral exploration and development operations in the Province of Newfoundland and Labrador, including the EPR; the Company’s compensation policy and practices; the Company’s expected reliance on key management personnel, advisors and consultants and the potential impact of any tariffs, countervailing duties or other trade restrictions.
Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances.
As of the date of this MD&A, these include, without limitation, assumptions about: the ability to raise any necessary additional capital on reasonable terms to advance exploration and development of the Company’s mineral properties; future prices of gold and other metal prices; the timing and results of exploration and drilling programs; the demand for, and price of gold; that general business and economic conditions will not change in a material adverse manner; the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the geology of Queensway as described in the Queensway Technical Report; the geology of Hammerdown as described in the Hammerdown Technical Report; the accuracy of budgeted exploration and development costs and expenditures; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; the Company’s ability to attract and retain skilled personnel; political and regulatory stability; the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets and availability of equipment.
Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and
other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: the Company may fail to find a commercially viable deposit at any of its mineral properties; there are no mineral reserves on any of the properties in which the Company has an interest; the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties; mineral exploration and development are inherently risky; the mineral exploration industry is intensely competitive; additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company; fluctuations in the demand for gold; the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business; the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted; the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned; the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the success of the Company is largely dependent on the performance of its directors and officers; the Company’s operations may be adversely affected by First Nations land claims; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company; the Company’s future profitability may depend upon the world market prices of gold; dilution from future equity financing could negatively impact holders of the Company’s securities; failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business; the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company; any new acquisitions may not be completed as anticipated; the Company is subject to various risks associated with climate change; and other factors discussed in the Company’s Annual Information Form filed under the Company’s profile at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended.
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Management’s Discussion and Analysis For the three and nine months ended September 30, 2026 (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) |
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The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained herein. 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 information. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.
Cautionary Note for United States Investors
Disclosure regarding the Company’s mineral properties, including with respect to MREs included in this MD&A, was prepared in accordance with 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 MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.
Off-Balance Sheet Arrangements
The Company does not utilize off-balance sheet arrangements.
Proposed Transactions
The Company does not have any proposed transactions.
Additional Information
Additional information relating to the Company, including the Company’s Annual Information Form, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar and the Company’s website at www.newfoundgold.ca.