New Found Gold Corp. (TSX-V: NFG) (NYSE-A: NFGC) is pleased to announce that it has closed the second and final tranche of its previously announced “bought deal” public offering of (i) 24,610,000 charity flow-through common shares of the Company that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) at a price of C$2.29 per Charity Flow-Through Common Share, including the exercise, in full, of the Underwriters’ (as defined below) over-allotment option of 3,210,000 Charity Flow-Through Common Shares, and (ii) 4,370,000 common shares at a price of C$1.63 per Common Share, for aggregate gross proceeds of C$63,480,000.

The second tranche of the Offering consists of 9,345,000 Charity Flow-Through Common Shares, including the exercise in full of the Over-Allotment Option, for gross proceeds of C$21,400,050.

The second tranche of the Offering was completed pursuant to an underwriting agreement dated May 29, 2025, entered into among the Company and a syndicate of underwriters led by BMO Capital Markets and SCP Resource Finance LP and including Paradigm Capital Inc., Canaccord Genuity Corp., Haywood Securities Inc., Stifel Nicolaus Canada Inc., Roth Canada, Inc., A.G.P. Canada Investments ULC and ATB Securities Inc.

Mr. Eric Sprott participated in the second tranche of the Offering to maintain his approximate 19% shareholdings.

The Offering remains subject to the Company receiving all necessary regulatory approvals, including final approval of the TSX Venture Exchange to list the Charity Flow-Through Common Shares and the Common Shares.

In connection with the closing of the second tranche of the Offering, the Company paid to the Underwriters a cash fee in the aggregate amount of C$526,413.75, representing (i) 5.25% of the gross proceeds of the second tranche of the Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list; and (ii) 1.0% of the gross proceeds raised from President’s List Sales. BMO Capital Markets, SCP Resource Finance LP, Paradigm Capital Inc., Canaccord Genuity Corp., Haywood Securities Inc., Stifel Nicolaus Canada Inc., Roth Canada, Inc., A.G.P. Canada Investments ULC and ATB Securities Inc. received C$202,669, C$176,349, C$52,641, C$28,953, C$15,792, C$15,792, C$13,160, C$10,528 and C$10,528, respectively.

The gross proceeds from the offering of the Charity Flow-Through Common Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) related to the Company’s 100% owned Queensway Gold Project, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers for the Charity Flow-Through Common Shares effective on or before December 31, 2025.

The Charity Flow-Through Common Shares were offered by way of a prospectus supplement in each of the Provinces and Territories of Canada (other than the Province of Quebec and Nunavut) and were also offered by way of a U.S. prospectus supplement forming part of the Company’s registration statement on Form F-10 in the United States. Copies of the prospectus supplement and documents incorporated by reference therein are available electronically on the Canadian Securities Administrators’ System for Electronic Data Analysis and Retrieval+ (“SEDAR+“) (www.sedarplus.ca) and the SEC’s Electronic Data Gathering and Retrieval System (“EDGAR“) (www.sec.gov) under New Found Gold’s issuer profile.

Certain directors and officers of the Company participated, directly or indirectly, in the Offering and, due to his shareholdings, Mr. Sprott is considered a “related party” of New Found Gold. Accordingly, their participation in the Offering constitutes “a related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholder Approval. The Company has relied on the exemptions from valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such related party participation.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About New Found Gold

New Found Gold holds a 100% interest in Queensway, located in Newfoundland and Labrador, a Tier 1 jurisdiction with excellent infrastructure and a skilled local workforce.

The Company has completed an initial mineral resource estimate at Queensway (see New Found Gold news release dated March 24, 2025). A fully funded preliminary economic assessment is underway, with completion scheduled for late Q2/25.

Recent drilling continues to yield new discoveries along strike and down dip of known gold zones, pointing to the district-scale potential of the 175,600 hectare project that covers a 110 km strike extent along two prospective fault zones.

New Found Gold has a new management team in place, a solid shareholder base, which includes a 19% holding by Eric Sprott, and is focused on growth and value creation at Queensway.