New Found Gold Corp. (“New Found”) reports that on May
25, 2023 (the “Closing Date”), it acquired control of
28,612,500 common shares (each, a “Kirkland Share”) in the
capital of Kirkland Lake Discoveries Corp. (“Kirkland”) as
consideration pursuant to a property purchase agreement dated
February 16, 2023, as amended May 8, 2023, between New Found and
Kirkland. (the “Agreement”)
New Found entered into the Agreement with Kirkland on February
16, 2023, as amended on May 8, 2023, pursuant to which New Found
has transferred to Kirkland 100% of its interests in the Lucky
Strike property (the “Property”), excluding a 1% net smelter
royalty on the production from the Property granted by Kirkland to
New Found. In consideration for the Property, Kirkland issued
28,612,500 Kirkland Shares to New Found. The Kirkland Shares issued
to New Found have an aggregate deemed value of C$5,722,500, or
C$0.20 per Kirkland Share.
As a result, New Found owns 28,612,500 Kirkland Shares (as
disclosed by New Found in its early warning report dated May 25,
2023). Prior to the issuance of the Kirkland Shares, New Found did
not own or control any Kirkland Shares. Immediately following the
issuance of the Kirkland Shares, New Found, owns and controls a
total of 28,612,500 Kirkland Shares, representing approximately
49.0% of the issued and outstanding Kirkland Shares.
The Kirkland Shares were acquired for investment purposes. In
connection with the transaction, Denis Laviolette, President and
director of New Found, was elected as director of Kirkland
effective on Closing Date and New Found may nominate two additional
directors at a later date. Under the terms of the Agreement, New
Found agreed to use commercially reasonable efforts to distribute
all the Kirkland Shares that it holds to New Found’s shareholders,
pro rata, within one year following the Closing Date. In addition,
New Found agreed that, during this one year period, it will not
transfer any Kirkland Shares except in connection with such share
distribution.
The Kirkland Shares are traded on the TSX Venture Exchange.
Kirkland’s head office is located at 25 Adelaide Street East, Suite
1400, Toronto, Ontario, M5C 3A1.
This news release is issued pursuant to National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which also requires a report to be filed
in accordance with applicable securities laws (the “Early
Warning Report”). A copy of the Early Warning Report can be
found under Kirkland’s profile on the SEDAR website at
www.sedar.com.
About New Found
New Found holds a 100% interest in the Queensway Project,
located 15km west of Gander, Newfoundland and Labrador, and just
18km from Gander International Airport. The project is intersected
by the Trans-Canada Highway and has logging roads crosscutting the
project, high voltage electric power lines running through the
project area, and easy access to a highly skilled workforce. New
Found is currently undertaking a 500,000m drill program at
Queensway and is well funded for this program with cash and
marketable securities of approximately $60 million as of May
2023.
Contact
To contact the New Found, please visit the New Found’s website,
www.newfoundgold.ca and make your request through our investor
inquiry form. Our management has a pledge to be in touch with any
investor inquiries within 24 hours.
Forward-Looking Statement Cautions
This press release contains certain “forward-looking statements”
within the meaning of Canadian securities legislation relating to
the nomination of directors to Kirkland’s board and the
distribution of Kirkland Shares to New Found’s shareholders.
Although New Found believes that such statements are reasonable, it
can give no assurance that such expectations will prove to be
correct. Forward-looking statements are statements that are not
historical facts; they are generally, but not always, identified by
the words “expects”, “plans”, “anticipates”, “believes”,
“interpreted”, “intends”, “estimates”, “projects”, “aims”,
“suggests”, “indicate”, “often”, “target”, “future”, “likely”,
“pending”, “potential”, “goal”, “objective”, “prospective”,
“possibly”, “preliminary”, and similar expressions, or that events
or conditions “will”, “would”, “may”, “can”, “could” or “should”
occur, or are those statements, which, by their nature, refer to
future events. New Found cautions that forward-looking statements
are based on the beliefs, estimates and opinions of New Found's
management on the date the statements are made, and they involve a
number of risks and uncertainties. Consequently, there can be no
assurances that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Except to the extent required by
applicable securities laws and the policies of the TSX Venture
Exchange, New Found undertakes no obligation to update these
forward looking statements if management's beliefs, estimates or
opinions, or other factors, should change. Factors that could cause
future results to differ materially from those anticipated in these
forward-looking statements include risks associated with possible
accidents and other risks associated with mineral exploration
operations, the risk that New Found will encounter unanticipated
geological factors, risks associated with the interpretation of
assay results and the drilling program, the possibility that New
Found may not be able to secure permitting and other governmental
clearances necessary to carry out New Found's exploration plans,
the risk that New Found will not be able to raise sufficient funds
to carry out its business plans, and the risk of political
uncertainties and regulatory or legal changes that might interfere
with New Found's business and prospects. The reader is urged to
refer to New Found's Annual Information Form and Management’s
discussion and Analysis, publicly available through the Canadian
Securities Administrators' System for Electronic Document Analysis
and Retrieval (SEDAR) at www.sedar.com for a more complete
discussion of such risk factors and their potential effects.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230525005932/en/
New Found Gold Corp. WeWork c/o New Found Gold Corp. 1600 – 595
Burrard Street Vancouver, BC V7X 1L4
Per: “Collin Kettell” Collin Kettell, Chief Executive Officer
Email: ckettell@newfoundgold.ca Phone: +1 (845) 535-1486
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