At this time, I would like to welcome everyone to the conference call to discuss the combination between New Found Gold and Maritime Resources. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. This call is being recorded. I will now turn the conference over to Fiona Child, New Found Gold's Vice President, Communications and Corporate Development. Please go ahead.
Thank you, operator, and thanks to everyone for attending this morning's conference call to discuss the strategic combination between New Found Gold and Maritime Resources. The presentation accompanying the conference call is available for viewing through the webcast and for download from the New Found Gold and Maritime Resources websites. We will be making some forward-looking statements during our conference call today, which are subject to several assumptions, risks, and uncertainties, as disclosed in each of New Found Gold's and Maritime Resources' public securities filings. Actual results could differ materially from those projected in the forward-looking statements, so please carefully read the disclosures related to forward-looking statements and risk factors in each company's recent filings available online. Our remarks today will also refer to certain non-IFRS financial measures, such as, for example, free cash flow and all-in sustaining capital.
Various disclosures and limitations with respect to these non-IFRS financial measures are also included in those filings. Please note, all figures are Canadian dollars unless otherwise noted. Joining me today from New Found Gold is Keith Boyle, CEO and Director, and from Maritime Resources, we have Garett Macdonald, President, CEO, and Director. Both Keith and Garett will be available during the Q&A session of the call. I'll turn the call to Keith Boyle to make some opening remarks.
Good morning, everyone. Today, we're really excited to announce the combination of New Found Gold and Maritime Resources. This marks a significant milestone in New Found Gold's journey and an important day in terms of creating an emerging Canadian gold producer. Our company is in a strong position to deliver value and growth. We have a solid foundation with a CAD 67 million treasury and a leadership team made up of experienced mine developers and operators. Our company has the financial strength and operational expertise to advance our combined projects. Our assets are located in Newfoundland and Labrador, Canada, a Tier One jurisdiction, which offers excellent infrastructure, a skilled workforce, and a government that is supportive of responsible mining and developing the local mining sector.
In addition, our recently published PEA demonstrates the strength and robust economics of our Queensway Gold Project and outlines a clear path to production via a phased approach made possible by Queensway's at-surface high-grade core. This approach, as outlined in the PEA, is designed to minimize shareholder dilution with low initial capital requirements and a quick payback, ensuring disciplined growth and early cash flow. In addition, we see significant exploration upside, with the potential to expand resources well beyond our current plans, creating further opportunities for value and to develop a long-lived mining camp in central Newfoundland. Taken together, these advantages position us to move confidently towards becoming the next successful near-term Canadian mine developer and operator. As with any company, we can't do this without our dedicated and experienced people.
Our board of directors brings decades of experience in mining, capital markets, and project development, providing the strategic oversight and governance needed to guide us forward. On the management side, we've assembled a team of proven explorers, developers, operators, and mine builders who successfully advanced projects from discovery through production. This blend of technical expertise, operational know-how, and financial discipline positions us to create value for our shareholders as we move from strategy to execution. The combination of Newfoundland-focused New Found Gold and Maritime Resources offers several benefits and synergies. For New Found Gold, this transaction provides a near-term path to production, with Hammerdown's ramp-up to full production earmarked for Q1, 2026. Hammerdown production will generate notable cash flow, which will be used to support development at Queensway as we move the project towards production in 2027.
This transaction will also create an emerging Canadian multi-asset producer, with Hammerdown and Queensway both starting production within the next 24 months, which not only leverages our internal capabilities, but also this rising gold price environment. Maritime's Pine Cove Mill and Nugget Pond plant infrastructure, which is approximately 270 km from the New Found Gold property, also presents significant operational synergies, given their proximity to Queensway and their availability, which we strongly believe will unlock value in this strategic combination. Before I continue, I'd like to welcome Garett Macdonald, President and CEO of Maritime Resources, who's here with me today to speak to the transaction terms.
All right. Thank you, Keith. In looking at the terms of the transaction, New Found Gold will acquire all of the issued and outstanding common shares of Maritime that it doesn't already own. Each holder of a Maritime common share will receive 0.75 of a New Found Gold common share in exchange for each Maritime share at the effective time of the transaction, representing a 32% premium to the twenty-day volume weighted average price, or VWAP, of Maritime shares on the TSX-V, and a 56% premium to the closing price of Maritime shares on July thirtieth, 2025, the last trading day prior to entering into a letter of intent between New Found Gold and Maritime.
In addition, all outstanding Maritime stock options and warrants will become exercisable for New Found Gold shares if the number of New Found Gold shares issuable on exercise and the exercise price adjusted in accordance with the exchange ratio mentioned earlier. The board of directors of Maritime unanimously approved the transaction and has recommended shareholders vote in favor of the transaction, which requires approval by two-thirds of the votes cast by Maritime shareholders in a simple majority that excludes those not entitled to vote in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
Each of the directors and senior officers of Maritime, Dundee Corporation, and Eric Sprott, representing an aggregate approximately 49% of the issued and outstanding Maritime shares, have entered into voting support agreements with New Found Gold and have agreed to vote in favor of the transaction at the special meeting in accordance with those agreements. Regulatory approval and satisfaction of certain other closing conditions customary for a transaction of this nature. The transaction is expected to close in the fourth quarter of 2025. I'd like to turn it back to Keith now.
So on a pro forma basis, this is what the combined entity will look like. A nearly CAD 1 billion Canadian-focused emerging gold producer with a strong treasury to execute our development plans and no debt. I'll turn it back to Garett to say a few words on the Hammerdown project. Garett?
Thank you, Keith. For those of you unfamiliar with the Hammerdown Gold Project, let me introduce you to this fully permitted, high-grade asset that will start generating meaningful cash flow in 2026. This will offset initial capital costs associated with the development of New Found Gold's Queensway Gold Project, the first phase of which is expected to come online in 2027. The Hammerdown Project is located approximately five kilometers southwest of the town of King's Point, and approximately 15 kilometers from the town of Springdale in Newfoundland and Labrador. The mine previously developed and operated by Richmont Mines between 2000 and 2004, and produced 143,000 ounces of gold during this four-year period, with a grade of over 15 grams per ton.
A feasibility study completed in 2022 outlined a 50,000-ounce per year open pit operation, with all-in sustaining costs of $912 USD. Today, Hammerdown is currently under construction, with an estimated CAD 15 million-CAD 20 million in capital costs to reach the restart of production. These costs include mine site earthworks, pre-stripping, crushing infrastructure, and upgrades to our Pine Cove mill, which has been operational since the first quarter of this year, where feed from Hammerdown will be processed. I'll turn it back to Keith.
Before I continue, I wanted to take a moment to share some of the key highlights from our recently published Queensway Preliminary Economic Assessment, released in July. The PEA demonstrates a solid, low-cost production plan using a phased mine design. phase I presents a low initial capital cost of CAD 155 million, with an average annual gold production of 69,000 ounces a year at an all-in sustaining cost of $1,282 in year one to four. The cash flow generated from this phase will be used to then fund phase II.
Phase II consists of an average annual gold production of 172,000 ounces a year at an all-in sustaining cost of $1,090 per ounce in years five to nine, using $442 million in growth capital, which is expected to be paid back in less than a year. With gold continuing to reach new highs, we believe there to be a significant leverage to gold price, showing the potential to return a $1.45 billion NPV 5%, and a 197% IRR, internal rate of return, at $3,300 US per ounce gold price scenario. Queensway also offers significant resource expansion potential both near deposit and camp scale over the 110-kilometer strike length.
Exploration will play a key role in value creation, with potential discoveries filling in the tail on the chart on the right after year seven. The combination of New Found Gold and Maritime Resources will create a Canadian-focused, Newfoundland-based gold producer. The province of Newfoundland and Labrador is a Tier One jurisdiction, consistently ranked in the top ten jurisdictions globally by Fraser Institute. It's home to a skilled workforce and a business-friendly jurisdiction, with a government, local communities supportive of responsible mineral development. Both New Found Gold's Queensway Gold Project and Maritime Resources' Hammerdown Gold Project have excellent access and infrastructure, including highway access, renewable low-cost power, and proximity to airports and deepwater ports. Most importantly, both projects have strong, low social licenses to operate. This transaction is attractive to New Found Gold for a number of reasons.
First, this combination will transform New Found Gold into a Newfoundland-focused producer as early as this year, with the start of production at Hammerdown and the processing of ore at the Pine Cove Mill, which has a throughput capacity of nominally 1,300 tons a day. Also, Maritime's assets support the de-risking of Queensway's phase I production, with access to a fully permitted mill and tailings facility, which offers us milling options for phase I at Queensway operations. The rerating potential for New Found Gold is substantial. This transaction positions us as an imminent gold producer with near-term cash flow potential, with Hammerdown's anticipated ramp-up to full production in early 2026. It also presents a number of operational synergies with access to permitted mill and tailings storage facility and experienced workforce and development team.
So as mentioned earlier, being in a Tier One jurisdiction presents clear competitive advantages, including new legislation aiming to tighten permitting timelines for well-planned, stakeholder-focused projects. Altogether, the combined entity will offer increased scale of production and enhanced capital market presence. In looking at our gold developer peers and growth-oriented gold, Canadian gold producers, we are attractively positioned for a rerate and significant shareholders' returns with this combination and strategy outlined. We're very fortunate to have supportive long-term shareholders that understand and believe in this combination. With this transaction, our shareholder registry is further strengthened via continued support from key shareholders such as Eric Sprott, a mining-focused group like Dundee Corporation, both of whom see the value creation potential of these combined assets and the leadership and technical teams. The benefits of this strategic combination is significant to both New Found Gold and Maritime shareholders.
Notably for New Found Gold shareholders, will benefit from the addition of Hammerdown to transform New Found Gold into a producer, new producer, with cash flows starting as early as Q4 of this year. Cash flow from Hammerdown, which will contribute a significant portion of the initial CapEx for the development of the Queensway project, as well as securing control of a process facility for execution of phase I. The creation of an emerging Canadian gold producer with two producing assets, significant operational synergies, given proximity of assets, and Maritime's existing infrastructure, fully permitted mill and tailings facility, and people, and finally, it offers a rerating potential for New Found Gold. For Maritime shareholders, we believe this combination offers you immediate and significant premium to Maritime shareholders of 32% on the 20-day VWAP.
Exposure to two high-quality Canadian assets in a Tier One jurisdiction, significant valuation upside for Maritime shareholders, with exposure to the Queensway project, with phase I production targeted for twenty twenty-seven and camp-scale potential. And last, it offers Maritime shareholders with improved capital market visibility and liquidity. So with those final comments, I thank you for your time. I'd like now to turn the call back to the operator for the Q&A session.
Thank you. If you would like to ask a question over the phone, please press star, followed by the number one on your telephone keypad. To withdraw any questions, press star one. Again, to ask a question, please press star, followed by the number one on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. Once again, to ask a question over the phone, please press star, followed by the number one. And I'm not showing any questions over the phone line. I'll turn the call back over to the presenters for any questions from the web.
Thank you very much. This is Fiona Child. I'm going to read out the questions for Keith and Garett to respond to. Our first question is from Alan. He says he's currently a shareholder of NFG and asks if we plan to truck ore from Queensway to the Pine Cove Mill.
Thanks for your question, Alan. It's Keith here. In the PEA, we made the assumption that we would truck the ore or the material from Queensway to Nugget Pond, which is the furthest away. And the cost assumption in there was CAD 75 a ton, which we had some benchmark numbers to work with. So that's the assumption.
Thank you, Keith. Next, we're going to go to the phone lines, and I believe we have a question from Colin McClelland at The Northern Miner.
We do. We have a question from Colin McClelland from The Northern Miner. Please go ahead. Your line is open.
Hi there. Congratulations on the deal. How would you assess the price of the deal? You're paying a premium of at least a third from recent share price, and maybe, was it 56% from earlier in the year. How do you assess that, like, in the market these days?
Well. I guess there's a couple of, you know, couple of items that we're looking at. Given that Maritime's on the cusp of production, near-term cashflow, you know, Queensway is still a couple of years away, we would've expected Maritime to trade at a premium to New Found on a P/NAV multiple. But we find that we were able to get comfortable with it because the financing synergy associated with using the cash flow to fund a material portion of the Queensway development CapEx, that's number one, and number two, addition of Maritime's processing assets and the associated infrastructure, so, you know, the mill and tailings was a real significant de-risking event for Queensway development plan.
That sounds good. I guess just one follow-up. The Queensway project has been criticized in the past as being too nuggety, and just wondering what steps are being taken to, you know, get around those kind of challenges.
I didn't fully appreciate the question. Do you want to repeat it, Colin?
Okay, sorry about that. Some of the criticism of the Queensway in the past has been that the deposit is not continuous, it's nuggety, so strong in some areas, but it's hard to make it a continuous deposit. Just wondering, how is this challenge being overcome?
Well, we've I mean, the team on site have done a great job. The resource, I think, that was put out, you know, back in March, really highlighted two key aspects to me that, you know, identifies just how good this deposit is. One, it was exposed on surface and showed, in my view, a quite continuous vein system, both at Keats and Iceberg, which, you know, when you stand there, it, it's almost two kilometers long. And on top of that, you know, 75% of the gold is in 25% of the tons, and we can see that high-grade core right at surface. So we're not guessing as to this poddy nature, as people put it. And when people refer to that, too nuggety, it's like everything and nothing.
And in our case, it's. That's just not the case. We've got a very continuous structure there that, that, what's the term others use? Holds together. And we can show that because, when people actually come to site, walk on surface, where they've been exposed, and when I say exposed, exposures of four football fields big each, of Keats and Iceberg, we can, you know, we can easily demonstrate just how continuous it is.
It's great. Thank you.
All right.
At this time-
At this time, we'll go back to questions that have been submitted through the chat, and our next question is from Yair at the RZ Family Office, and he asks: "Will any of the Maritime management members join NFG management?
Thanks, Yair. Right now, I mean, we're just announcing it. What we're inheriting is, you know, what I would say is an experienced, valued group at Maritime. As far as senior management goes, that's a discussion we're having now with the senior management team, but everybody on site is, you know, coming over, if they wish to.
Great. Thank you very much, Keith. Our next question comes from Moatsam at SCP Resource Finance, and he asks, "Will NFG still build a plant on Queensway in phase II?
That's still the plan. The plant size that is contemplated in the PEA on phase II is a 7,000 ton a day plant, and the tailings facility that we would construct as part of phase II is in-pit tailings facility, and so just the quantity of tailings to process the lower grade material that we'll be mining and stockpiling during phase I is, it requires a larger plant, and you wouldn't truck that material all that way.
Thank you, Keith. Number three has some overlap, and this is a question from David. He asks, "Would appreciate you covering the logistics of hauling ore to the Maritime Mill. Road permits, restrictions, estimated cost per ton. This shareholder owns both companies and supports the move.
All right, thanks for your question. The logistics are quite straightforward. When we start an operation, we're gonna need an environmental assessment, and then the relevant permits, which the permit to haul will be part of that. Once you go through that permitting process, which we've allotted for all of 2026 to complete, then the haulage is a simple, you know, load the material in a truck and have the truck transport it through to the mill at Maritime assets. The only restriction is usually just during the springtime, during the thaw, where we call it the half load season, and so we reduce the amount of material that's hauled during that.
What is it in Newfoundland? About four weeks? Yeah, about a month. So, so and so for us, we've assumed, and it's in the PEA that you can find on SEDAR is CAD 75 a ton to do that. And so we think that's the baseline from which to now, you know, really look at optimizing what that looks like.
Great. Thank you very much, Keith. Next, we'll take a question from Ryan at BMO, and Ryan asks: "Can you touch on the condition of the infrastructure? For example, Pine Cove and Nugget Pond, following your due diligence. And how soon do you think you can have Queensway ore running through the plant? Remind us what approvals and permits are needed to make this happen." I'm happy to repeat the subsequent questions if needed.
Yeah. All right, so, couple of phases there, Ryan. So first, as far as our due diligence on the infrastructure, Pine Cove Mill has been operating since Q1. It's in good condition, but it's full with Hammerdown material. The Nugget Pond Mill has been in care and maintenance and, however, in good condition. And we've allotted for upgrade or restart and upgrade capital as part of the PEA, the total of which, including indirects and contingencies, about CAD 40 million. So we think, you know, we think we've got that covered. And, what's the second part to the question?
The second part to the question was, how soon do you think you can have Queensway ore running through the plant?
Oh, okay. So, so then the timeline for all of that, again, as you know, as announced in the PEA, is, you know, we would look to permit, do the permitting of Queensway through all of next year, with construction starting in 2027, and construction of the Queensway mine, but also the upgrading of the Nugget Pond facility. So our plan is to have, in the second half of 2027, material from Queensway going, being trucked and processed.
Great. Thank you very much, Keith. The next question comes from Alan, and asks, "Will NFG be processing ore from Queensway before Maritime ore?
No.
Thank you very much.
Listen, one of the exciting things that is happening right now is the development of Hammerdown. They'll be shipping their first ores, you know, if it's not in September, I'd be surprised. But they're on, you know, on the verge of shipping their first ores to Pine Cove, and so it's quite exciting to see. And they'll be milling, you know, they'll be ramping up their production in the fourth quarter.
Great. Thank you, Keith. The next question comes from Richard, and he asks, "When you say the Queensway project, does that include North and South?
So when I reference Queensway Gold Project, I'm really only referencing what we've announced and released as part of our PEA, so it's the Queensway North. All that exploration upside, even to the north of the Queensway Gold Project and to the south, so Queensway South, that's all organic growth potential. I wanna make mention too that Maritime has an extremely big property package with really good targets. Our exploration, our experienced exploration team, a team that's found gold in Newfoundland, are just as excited to look over those targets. The Maritime's been starved for capital.
I mean, they've scraped and clawed their way, and poor Garett here, his head's nodding vehemently as I'm saying this, and, you know, that's, for us, that's a huge potential to, again, just add to, gold resources in that area of the province. Garett, do you have any more to add to it?
Yeah, no, I think Keith has really captured that. We have, you know, Maritime is, has got fantastic exploration potential throughout our properties around the Hammerdown project and also around the Pine Cove Mill as part of the Point Rousse project. And, you know, everybody knows we've focused very closely on developing Hammerdown and getting the cash flow, timing it, you know, really well here, with gold prices taking off the way they have. You know, the fully permitted projects, with an operating mill that we've been running since earlier this year, processing some of the stockpiles that were around the Pine Cove Mill. So, you know, I think it's just a general thought. I think it's a great transaction, great combination between the two companies.
There's a lot of exciting things that can happen here, and I, you know, definitely can't, we can't forget exploration because that's gonna unlock, I think, a lot of value between, you know, the both companies' land packages.
Great. Thank you very much, Garett. And the next question is from James Reed at Allen, Moore & London, Labrador, and he's asking if Garett will play a role in the new New Found.
Yeah, thanks for the question. We're gonna definitely have a look at that. Like I said, this deal is just getting announced today, and we're, I'm pretty excited about the opportunity here between the two companies, so, you know, stay tuned on that.
Great. Thank you very much, Garett. And, we're getting close to wrapping up, but we'll take one from Stuart at JCC, who asks, "Has the province offered any additional incentives, considering the significant economic impact for the province?
Well. Just as with everyone on the call, we actually didn't tell them about this combination, so stay tuned. We'll be having chats with the province shortly.
All right, and then Richard has asked, "What is the total capacity of both present mills?" He's talking about Pine Cove and Nugget Pond Mills.
It's Garett here. I can answer that one. So, you know, the Nugget Pond plant is sized for about 700 tons a day, and it's a carbon and pulp circuit that was built and operated by Richmont really successfully, and it has very high recoveries, both at Nugget Pond and at Hammerdown. So that's about 700 tons a day. The other mill, Pine Cove, which has been running since you know, earlier this year in February, I think, you know, around 1,300 tons a day. It really depends on the ore hardness, but you know, that's generally what you're gonna see from those two plants. So combined, you know, nearly 2,000 tons a day of milling capacity.
Okay, great. And on that theme, we've got one last question from Johannes at CT, and he's asking a question to Garett. He's asking if you could provide an update on the current development timelines for the Hammerdown project, first blast, et cetera. And then secondly, ore sorting before trucking it to Nugget Pond.
Yeah, so Hammerdown's construction is really well underway. The guys have made a lot of progress there on site. So really we've got two components to Hammerdown's construction. There's the civil works at the mine site, so you know, the roads and opening up the open pit and removing overburden and setting up your crushing plant and your settling pond. Those have gone extremely well. Great, you know, weather conditions down there at King's Point have allowed us to quickly advance construction. You know, the first ore blast, actually, we took one already. We've got two more planned here very shortly. We've been getting into the waste as well, using some of the waste in the open pit for construction materials.
And then up at the Pine Cove Mill, of course, there's a big investment being made there in additional grinding capacity, material handling, and just some optimization to prepare for Hammerdown. So these have all gone very well, and we're working on them hard right now, so to be able to ramp up through this fall.
Great. Thank you very much, Garett. And, that concludes the time that we have for questions today. Operator?
Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.