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Exploits Discovery Corp
Symbol NFLD
Shares Issued 183,229,104
Close 2025-12-05 C$ 0.07
Market Cap C$ 12,826,037
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Exploits Discovery closes sale of Newfoundland claims

2025-12-05 16:51 ET - News Release

Mr. Jeff Swinoga reports

EXPLOITS COMPLETES SALE OF NEWFOUNDLAND CLAIMS TO NEW FOUND GOLD

Exploits Discovery Corp. has closed the sale of a 100-per-cent interest in substantially all of its mineral claims in central Newfoundland to New Found Gold Corp. This sale was originally announced on Sept. 8, 2025.

"We have transformed our Newfoundland land position into a strategic stake in New Found Gold that, based on recent share prices, represents roughly $11-million of value for our shareholders while maintaining meaningful long-term upside through both equity and a royalty," said Jeff Swinoga, president and chief executive officer. "At the same time, we have also repositioned Exploits as a gold growth company anchored by approximately 680,000 ounces of historical gold resources in Quebec and Ontario."

Mr. Swinoga added: "With a focused portfolio, a strong technical team and a clear plan to grow those historical ounces, we believe Exploits offers excellent leverage to exploration success. We anticipate a steady cadence of news flow as we advance these projects."

Transaction consideration

As consideration for the claims, Exploits:

  • Received 2,821,556 common shares of NFG, which had a closing price of $4.18 per NFG share on Dec. 4, 2025, representing total consideration of approximately $11.8-million on that date;
  • Was granted a 1.0-per-cent net smelter returns royalty on certain of the mineral claims pursuant to a royalty agreement between the company and NFG.

In addition, as contingent consideration, within 10 business days following a positive final determination by the Supreme Court of Newfoundland and Labrador with respect to certain disputed mineral claims, Exploits would receive an additional 725,543 NFG shares. Based on the same NFG closing price of $4.18 per share on Dec. 4, 2025, this would represent additional consideration of approximately $3.0-million.

For three years from the date of the royalty agreement, NFG retains the right and option to purchase 0.5 per cent of the NSR royalty for a cash payment of $750,000. The NFG shares are subject to a four-month statutory hold period expiring April 6, 2026.

Benefits to Exploits shareholders:

  • Equity and NSR exposure to NFG, an emerging Canadian gold producer and development company with projects in Newfoundland and Labrador, Canada.
  • With a treasury of approximately $13-million in pro forma cash and NFG shares, Exploits transitions to a focused Quebec-Ontario gold growth story starting with approximately 680,000 ounces of historical resources with high-priority, drill-ready targets and a clear path to expanding these resources.

Exploits will also retain its mineral claims at Mount Peyton (037950M) and True Grit (022031) in Newfoundland.

New growth platform in Quebec and Ontario

Exploits is now focused entirely on advancing its four cornerstone gold projects in Quebec and Ontario: Fenton, Wilson, Benoist and Hawkins. Together, the properties host approximately 680,000 ounces of historical gold resource estimates and significant expansion potential that includes multiple walk-up drill targets. These estimates are considered to be historical estimates under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects and are not considered by Exploits to be current mineral resources.

About Exploits Discovery Corp.

Exploits Discovery is a Canadian gold exploration company focused on growing ounces in top-tier mining jurisdictions in Quebec and Ontario with a strategic equity position and royalty exposure to New Found Gold in Newfoundland. The company's portfolio includes three advanced-stage gold projects in Quebec -- Fenton, Wilson and Benoist -- alongside the Hawkins gold project in Ontario. Exploits' strategy is to unlock district-scale potential across this balanced Quebec-Ontario portfolio through systematic, data-driven exploration and strategic partnerships, creating shareholder value through discovery and resource growth.

National Instrument 43-101 disclosure

Dr. Natalie Pietrzak-Renaud, PGeo, technical adviser to the company and a qualified person as defined under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information in this news release relating to the Hawkins gold project in Ontario.

Mark Richardson, PGeo (OGQ permit No. 10929), technical adviser to the company and a qualified person as defined under NI 43-101, has reviewed and approved the scientific and technical information in this news release relating to the Fenton, Wilson and Benoist projects in Quebec.

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