Exhibit 99.1

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of New Found Gold Corp. (the “Company”) will be held on Thursday, June 25, 2026, at 10:00 a.m. (Eastern Standard Time) at 20 Adelaide Street East, Suite 603, Toronto, Ontario M5C 2T6 for the following purposes:

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Shareholders are advised to review the Circular before voting.

The board of directors of the Company (the “Board”) has fixed Wednesday, May 6, 2026, as the record date (the “Record Date”) for determining Shareholders who are entitled to receive notice and to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date and duly appointed proxyholders will be entitled to vote at the Meeting.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares (“Shares”) will be voted at the Meeting are requested to complete, date, and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered (or beneficial) Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form to ensure that their Shares will be voted at the Meeting. If you hold your Shares in a brokerage account, you are a non-registered (or beneficial) Shareholder.

The Company is using “Notice-and-Access” to provide Shareholders with easy access to the Circular and other proxy-related materials (collectively, the “Meeting Materials”) prepared in connection with the Meeting, rather than mailing paper copies.

The Meeting Materials are available on the internet at:

http://newfoundgold.ca/investors/agm-materials/

or

www.sedarplus.ca

Shareholders are reminded to review all of the important information contained in the Meeting Materials before voting. Instructions on obtaining paper copies of the Meeting Materials can be found on pages 1-2 of the Circular under the heading “Notice-and-Access”.

DATED at Toronto, Ontario, this 15^th day of May, 2026.

MANAGEMENT INFORMATION CIRCULAR

Section 1 – Introduction

This management information circular (the “Circular”) accompanies the notice of annual general meeting (the “Notice”) and is furnished to the holders (the “Shareholders” and each, a “Shareholder”) of common shares (“Shares”) in the capital of New Found Gold Corp. (the “Company”) in connection with the solicitation by the management of the Company of proxies to be voted at the annual general meeting (the “Meeting”) of the Shareholders to be held Thursday, June 25, 2026, at 10:00 a.m. (Eastern Standard Time) at 20 Adelaide Street East, Suite 603, Toronto, Ontario M5C 2T6, and any adjournment thereof, for the purposes set forth in the Notice of the Meeting.

Date and Currency

Unless otherwise indicated, all information in this Circular is given as at May 15, 2026, and all dollar amounts referenced herein are in Canadian dollars (“$” or “C$”). Certain information in this Circular is presented in United States dollars (“US$”). The exchange rate as at December 31, 2025, was C$1.00 = US$0.7286.

Notice-and-Access

The Company has chosen to deliver proxy materials, including the Notice of Meeting of Shareholders and this Circular (together, the “Proxy Materials”), in reliance on the provisions of Notice-and-Access, which govern the delivery of proxy materials to Shareholders utilizing the internet. Notice-and-Access provisions are found in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) for delivery to registered Shareholders and in section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for delivery to non-registered (or beneficial) Shareholders (together, “Notice-and-Access Provisions”).

Notice-and-Access Provisions permit the Company to deliver the Proxy Materials to Shareholders by posting them on a non-SEDAR+ website (usually the reporting issuer’s website or the website of its transfer agent), provided that the conditions of NI 51-102 and NI 54-101 are met, rather than by printing and mailing the Proxy Materials. This method reduces paper waste and the Company’s printing and mailing costs. Under Notice-and-Access Provisions, the Company must send a Notice-and-Access notification and form of proxy or voting instruction form, as applicable (together, the “Notice Package”) to each Shareholder, including registered and non-registered (or beneficial) Shareholders, indicating that the Proxy Materials have been posted online and explaining how a Shareholder can access such materials and how they may obtain a paper copy of the Circular from the Company.

This Circular has been posted in full, together with the Notice of Annual General Meeting, the form of proxy, and the financial statements request form, on the Company’s website at https://newfoundgold.ca/investors/agm-materials/ and under the Company’s profile at SEDAR+ (www.sedarplus.ca), the Canadian Securities Administrators’ national system that all market participants use for filings and disclosure.

How to Obtain a Paper Copy of the Circular

Any Shareholder may request a paper copy of the Circular be mailed to them, at no cost, by contacting the Company via email to contact@newfoundgold.ca or by telephone at (416) 775-2700 ext. 5.

To allow adequate time for a Shareholder to receive and review a paper copy of the Circular and then to submit their vote by 10:00 a.m. (Eastern Standard Time) on Tuesday, June 23, 2026, a Shareholder requesting a paper copy of the Circular as described above, should ensure such request is received by the Company no later than 5:00 p.m. (Eastern Standard Time) on Monday June 15, 2026. Under Notice-and-Access Provisions, Proxy Materials must be available for viewing for up to one year from the date of posting and a paper copy of the Circular can be requested at any time during this period. To obtain a paper copy of the Circular after the Meeting date, please contact the Company.

The Company will not use a procedure known as ‘stratification’ in relation to its use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions also provides a paper copy of its management information circular to some Shareholders with the Notice Package. All Shareholders will receive only the Notice Package, which must be mailed to them pursuant to Notice-and-Access Provisions, and which will not include a paper copy of the Circular. Shareholders will not receive a paper copy of the Circular from the Company, or from any intermediary, unless a Shareholder specifically requests one.

All Shareholders may call (416) 775-2700 ext. 5 in order to obtain additional information relating to Notice-and-Access Provisions or to request a paper copy of the Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

This Circular contains details of matters to be considered at the Meeting. Please review the Circular before voting.

Section 2 – Proxies and Voting Rights

Management Solicitation

The solicitation of proxies by the management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed on the enclosed form of proxy (the “Management Proxyholders”) are officers and/or directors of the Company.

A Shareholder has the right to appoint a person or company to attend and act for or on behalf of that Shareholder at the Meeting, other than the Management Proxyholders named in the enclosed form of proxy. A proxyholder need not be a Shareholder.

To exercise the right, the Shareholder may do so by inserting the name of such other person in the blank space provided in the form of proxy. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instruction to the nominee on how the Shareholder’s Shares should be voted. The nominee should bring personal identification to the Meeting.

Those Shareholders desiring to be represented at the Meeting by proxy – either by a Management Proxyholder or another person - must deposit their respective forms of proxy with the Company’s registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”), 14^th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6, Attention: Proxy Department, by mail, facsimile transmission, telephone voting system or via the internet at least two business days (excluding Saturdays, Sundays and holidays) prior to the scheduled time of the Meeting, or any adjournment thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

The Company may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) prior to the Meeting or any adjournment thereof.

Voting by Proxy and Exercise of Discretion

Only registered Shareholders and duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The form of proxy, when properly signed, also confers discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Company knows of no such amendments, variations, or other matters to come before the Meeting.

Non-Registered (or Beneficial) Shareholders

The following information is of significant importance to Shareholders who do not hold Shares in their own name. These Shareholders are called beneficial Shareholders. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered Shareholders (those whose names appear on the records of the Company as the registered holders of Shares). If Shares are listed in an account statement provided to a Shareholder by a broker or custodian banks (an “Intermediary”), then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker or the custodian bank. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms and custodian banks), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many United States brokerage firms and custodian banks). Intermediaries are required to seek voting instructions from beneficial Shareholders in advance of Shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two types of non-registered holders: (i) those who object to their identity being made known to the issuers of securities which they own (“OBOs”), and (ii) those who do not object to their identity being made known to the issuers of securities which they own (“NOBOs”).

The Company will not be sending these Meeting Materials directly to NOBOs.

The Company does not intend to pay for Intermediaries to forward to OBOs the Meeting Materials. OBOs will not receive the materials unless the OBO’s Intermediary assumes the cost of delivery.

Advice to Non-Registered (or Beneficial) Shareholders

You should carefully follow the instructions of your Intermediary in order to ensure that your Shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Many brokers delegate responsibility for obtaining instructions from clients to an investor communication service (“ICS”) in Canada/the United States. The ICS will typically mail a voting instruction form in lieu of a proxy provided by the Company. The voting instruction form will name the same persons as the Company’s form of proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to the ICS by mail or facsimile or given to the ICS by phone or over the internet, in accordance with the ICS’ instructions. The ICS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a voting instruction form from an ICS, you cannot use it to vote Shares directly at the Meeting - the voting instruction form must be completed and returned to the ICS, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted. Although as a beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxy holder for your broker and vote your Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Shares as proxy holder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Shares.

Revocation of Proxies

Registered Shareholders

A registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof by:

Corporate Secretary

New Found Gold Corp.

20 Adelaide Street East, Suite 603

Toronto, Ontario M5C 2T6

Email: legalnotices@newfoundgold.ca

The Company must receive your written statement prior to 5:00 p.m. (Eastern Standard Time) on Wednesday, June 24, 2026, or the last business day prior to the day the meeting is reconvened if it is adjourned;

If you have followed the instructions for attending and voting at the Meeting, voting at the Meeting will revoke any previous proxy.

Beneficial Shareholders

If you change your mind, contact your broker or nominee.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada, and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada.

Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is governed by the Business Corporations Act (British Columbia), certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgement by a United States court.

Section 3 – Voting Securities and Principal Holders of Voting Securities

Record Date

The board of directors of the Company (the “Board”) has set the close of business on Wednesday, May 6, 2026, as the record date (the “Record Date”) for the Meeting. Only Shareholders of record as at the Record Date are entitled to receive notice of and to attend and vote at the Meeting or any adjournment thereof, unless after that date a Shareholder of record transfers his or her Shares and the transferee, upon producing properly endorsed certificates evidencing such Shares or otherwise establishing that he or she owns such Shares, requests at least ten (10) days prior to the Meeting that the transferee’s name be included in the list of Shareholders entitled to vote, in which case such transferee is entitled to vote such Shares at the Meeting.

Persons who are non-registered or beneficial Shareholders as at the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “Section 2 – Proxies and Voting Rights – Advice to Non-Registered (or Beneficial) Shareholders”.

Voting Rights

The Company is authorized to issue an unlimited number of Shares. As at the Record Date, there were 384,082,549 Shares issued and outstanding. Each Share carries the right to one vote. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Shares.

Principal Holders of Shares

To the knowledge of the directors and executive officers of the Company, no holder beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company as at the Record Date, except as follows:

Notes: 

Quorum

Pursuant to the Articles of the Company, subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at the Meeting is one person who, in the aggregate, holds, or who represents by proxy, Shareholders who, in the aggregate, hold, at least 5% of the issued Shares entitled to be voted at the Meeting.

Section 4 – Particulars of Matters to be Acted Upon

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

Additional details regarding each of the matters to be acted upon at the Meeting are set forth below.

1.            Presentation of Financial Statements

The audited annual financial statements of the Company for the year ended December 31, 2025, and the auditor’s report thereon, will be placed before Shareholders at the Meeting.

Copies of these documents will be available at the Meeting and may also be obtained by a Shareholder upon request without charge from the Company at 20 Adelaide Street East, Suite 603, Toronto, Ontario M5C 2T6, Canada. These documents are also available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.newfoundgold.ca.

Shareholders and proxyholders will be given an opportunity to discuss the Company’s financial results with management. Shareholder approval is not required and no formal action will be taken at the Meeting to approve the financial statements.

2.            Fixing the Number of Directors

At the Meeting, it will be proposed that six (6) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution, the text of which is as follows:

“BE IT RESOLVED, as an ordinary resolution of Shareholders, that the number of directors to be elected at the Meeting, to hold office until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the constating documents of the Company, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company’s constating documents, be and is hereby fixed at six (6).”

In order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or by proxy in respect of the resolution at the Meeting.

Management believes the passing of the above resolution is in the best interests of the Company and recommends Shareholders vote in favour of the ordinary resolutions fixing the number of directors to be elected at the Meeting as set out above. Unless directed to the contrary, it is the intention of the Management Proxyholders, if named as proxy, to vote IN FAVOUR of the ordinary resolutions fixing the number of directors to be elected at the Meeting at six (6).

3.            Election of Directors

The directors of the Company are elected annually and hold office until the next annual general meeting of Shareholders or until their successors are elected or until such director’s earlier death, resignation or removal.

Advance Notice Provisions

The Articles of the Company include advance notice provisions (the “Advance Notice Provisions”), which requires, among other things, advance notice be given to the Company in circumstances where nominations of persons for election to the Board are made by Shareholders. In the case of an annual meeting of Shareholders (including an annual and special meeting), notice to the Company must be made not later than 5:00 p.m. (Eastern Standard Time) on the 30^th day before the date of the meeting of Shareholders (or 40^th day before the date of the meeting of Shareholders if notice-and-access (as defined in NI 54-101) is used for delivery of proxy related materials); provided, however, if the first public announcement made by the Company of the date of the meeting (the “Notice Date”) is less than 50 days before the meeting date, notice by the nominating Shareholder may be given not later than the close of business on the 10^th day following the Notice Date. In the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes the election of directors to the Board, notice to the Company must be made not later than the close of business on the 15^th day following the Notice Date. In addition, the Advance Notice Provisions set forth the information that a Shareholder must include in the notice to the Company and establishes the form in which the Shareholder must submit the notice for that notice to be in proper written form.

Proposed Management Nominees for Election to the Board

Management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. All of the nominees have agreed to stand for election and management of the Company does not contemplate that any of the nominees will be unable to serve as a director.

The following tables set out certain information as at the date of this Circular (unless otherwise indicated) with respect to the six persons being nominated at the Meeting for election as directors of the Company. Each director elected will hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed. Information as to principal occupation, business or employment, and Shares beneficially owned or controlled is not necessarily within the knowledge of management of the Company and has been furnished by the respective nominees or from information available on the System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca. Information regarding Board and committee meeting attendance is presented for meetings held in 2025, as may be applicable. As used below, “TSXV” shall mean the TSX Venture Exchange, “TSX” shall mean the Toronto Stock Exchange, and “NYSE” shall mean the NYSE American LLC.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as disclosed below, to the knowledge of the management of the Company, no proposed nominee for election as a director of the Company:

Mr. Boyle was an officer of Chieftain Metals Inc. (“CMI”) and Chieftain Metals Corp. (“CMC” and together with CMI, the “Chieftain”) from February 7, 2011 to September 8, 2016. An application was made by West Face Capital Inc., as agent (“WFCI”), for an order under subsection 243(1) of the Bankruptcy and Insolvency Act (Canada) and section 101 of the Courts of Justice Act (Ontario) appointing Grant Thornton Limited as receiver, without security, of all the assets, undertakings and properties of Chieftain. WFCI acts as the investment adviser to West Face Long Term Opportunities Global Master L.P. (“West Face”). West Face is the largest secured creditor of Chieftain. The order was granted on September 6, 2016 and trading was suspended thereafter.

Mr. Furey was a director Alderon Iron Ore Corp. (“Alderon”) from May 2017 to March 2020. Alderon entered into receivership in June 2020 after failing to repay a loan to Sprott Private Resource Lending. On April 1, 2021, Champion Iron Limited (“Champion”) completed the acquisition of the mining properties of the Kamistiatusset iron ore project located in the Labrador Trough geological belt in southwestern Newfoundland, and certain related contracts, previously owned by Alderon and its certain of its affiliates, in the context of the receivership proceedings of Alderon. In connection therewith, Champion acquired approximately $19.4 120 million in secured debt of Alderon owed to Sprott Private Resource Lending (Collector), LP for a consideration of 4.2 million ordinary shares of Champion.

A Shareholder may vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Management recommends Shareholders vote in favour of the election of each of the nominees listed above for election as a director of the Company for the ensuing year. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies IN FAVOUR of each of the nominees.

4.            Appointment of Auditor

Shareholders will be asked to vote for the appointment of KPMG LLP, Chartered Professional Accountants, of Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, ON  M5H 2S5, as auditor of the Company to hold office until the next annual meeting of Shareholders, or until a successor is appointed, and to authorize the directors of the Company to fix the remuneration of the auditor.

KPMG LLP, Chartered Professional Accountants, was appointed as auditor of the Company on July 31, 2023.

Management recommends Shareholders vote in favour of the appointment of KPMG LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the Board to fix the auditor’s remuneration. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies IN FAVOUR of the resolution approving the appointment of KPMG LLP, Chartered Professional Accountants, as auditor of the Company until the close of its next annual meeting and to authorize the Board to fix the remuneration to be paid to the auditor.

5.            Approval of Stock Option Plan

The Company has established a stock option plan, dated for reference December 8, 2022 (the “Option Plan”), under which directors, officers, employees and consultants of the Company may be granted options to acquire Shares (“Options”). It is a key component of the Company’s compensation program with the purpose of providing the Company with an equity-based mechanism to attract, retain and motivate directors, officers, employees, and consultants through the grant of Options for their contributions toward the long-term goals of the Company; and to enable and encourage them to acquire Shares as long-term investments.

The Option Plan is a “rolling” stock option plan, whereby the aggregate number of Shares reserved for issuance thereunder, combined with the Shares issuable pursuant to awards granted under the Company’s Share Unit Plan as described in the next subsection, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an Option is granted. The Option Plan, as amended, was last approved by Shareholders at the Company’s Annual General and Special Meeting of Shareholders held August 20, 2025, and by the TSX Venture Exchange (the “TSXV”). The policies of the TSXV respecting the granting of Options require that all companies listed on the TSXV implement a stock option plan and that any “rolling” stock option plan must receive Shareholder approval on an annual basis and subsequent acceptance by the TSXV.

The Option Plan is subject to acceptance by the TSXV.

For a summary of the material terms of the Option Plan, see “Section 5 – Statement of Executive Compensation – Option Plan”. For additional details, see “Section 8 – Other Information – Securities Authorized for Issuance Under Equity Compensation Plans”. Any summary is qualified in its entirety by the full text of the Option Plan, a copy of which will be available at the Meeting and which is also attached as Schedule “A” of this Circular.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Option Plan. The text of the ordinary resolution (the “Option Plan Resolution”) which management intends to place before the Meeting is as follows:

“BE IT RESOLVED, as an ordinary resolution of Shareholders, that:

In order for the foregoing Option Plan Resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or by proxy at the Meeting. If the Option Plan is not approved at the Meeting, the Company will not be permitted to grant further Options until Shareholder approval is obtained. However, all Options previously granted will continue unaffected.

Management of the Company has reviewed the Option Plan Resolution, concluded that it is fair and reasonable to the Shareholders and in the best interest of the Company, and recommends Shareholders vote in favour of ratifying, confirming and approving the Option Plan. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies IN FAVOUR of the Option Plan Resolution.

6.            Approval of Share Unit Plan

The Company has established a share unit plan, dated for reference January 20, 2025 (the “Share Unit Plan”), under which eligible Participants (as such term is defined under the Share Unit Plan) may be granted other stock-based compensation consisting of restricted share units (“RSUs”), deferred share units (“DSUs”), and performance share units (“PSUs”, and together with RSUs and DSUs, the “Awards”). It is supplementary to the Company’s Option Plan, and was established to provide the Company with another equity-based mechanism to attract, retain and motivate directors, officers, employees, and consultants by the grant of Awards under the Share Unit Plan from time to time for their contributions toward the long-term goals of the Company and to enable and encourage them to acquire Shares as long-term investments. The Share Unit Plan was last approved by Shareholders at the Company’s Annual General and Special Meeting of Shareholders held on August 20, 2025 and by the TSXV. The policies of the TSXV respecting the granting of the Awards require that all companies listed on the TSXV who implement a “rolling” plan must receive Shareholder approval on an annual basis and subsequent acceptance by the TSXV.

The Share Unit Plan is a “rolling” plan, whereby the aggregate number of Shares reserved for issuance shall not exceed five percent (5%) of the total number of issued Shares (calculated on a non-diluted basis) at the time an Award is granted, provided that Shares thereunder, combined with Shares issuable pursuant to grants under the Option Plan, shall not exceed ten percent (10%) of the total number of issued Shares (calculated on a non-diluted basis) at the time an Award is granted.

The Share Unit Plan is subject to acceptance by the TSXV.

For a summary of the material terms of the Share Unit Plan, see “Section 5 – Statement of Executive Compensation – Share Unit Plan”. Any summary is qualified in its entirety by the full text of the Share Unit Plan, a copy of which will be available at the Meeting and which is also attached as Schedule “B” of this Circular.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Share Unit Plan. The text of the ordinary resolution approving the Share Unit Plan (the “Share Unit Plan Resolution”) which management intends to place before the Meeting is as follows:

“BE IT RESOLVED, as an ordinary resolution of Shareholders, that:

In order for the foregoing Share Unit Plan Resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or by proxy at the Meeting. If the Share Unit Plan is not approved at the Meeting, the Company will not be permitted to grant Awards until Shareholder approval is obtained.

Management of the Company has reviewed the Share Unit Plan Resolution, concluded that it is fair and reasonable to the Shareholders and in the best interest of the Company, and recommends Shareholders vote in favour of ratifying, confirming and approving the Share Unit Plan. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies IN FAVOUR of the Share Unit Plan Resolution.

7.            Other Business

As at the date of this Circular, management of the Company is not aware of any other matters to be presented for action at the Meeting. However, if any other matters should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the proxy holders, exercising discretionary authority with respect to such other matters and with respect to amendments or variations of matters set out in the Notice of Meeting.

Section 5 – Statement of Executive Compensation

The following information is provided in accordance with Form 51-102F6 – Statement of Executive Compensation (“Form 51-102F6”). Financial information contained in this Statement of Executive Compensation is as of December 31, 2025, unless otherwise indicated and all dollar amounts referenced herein are in Canadian dollars, unless otherwise specified.

Named Executive Officers

The named executive officers (“NEOs”) of the Company for the financial year ended December 31, 2025, were Keith Boyle, Chief Executive Officer (“CEO”), Collin Kettell, former CEO; Hashim Ahmed, Chief Financial Officer (“CFO”); Michael Kanevsky, former CFO; Melissa Render, President and former Director; Robert Assabgui, Chief Operating Officer (“COO”); and Fiona Childe, VP Communications and Corporate Development.

Collin Kettell resigned as CEO on January 20, 2025, and as Director on March 3, 2025. Michael Kanevsky resigned as CFO on September 15, 2025.

Compensation Discussion & Analysis

Compensation Philosophy and Objectives

The objective of the Company’s compensation program is to attract and continue to retain NEOs that have the necessary attributes, experience, skills and competencies that represent the best fit for the Company and to ensure that the compensation for its NEOs is appropriate and aligned with shareholder interests. The Company’s Nominating and Compensation Committee (the “Nominating and Compensation Committee”) reviews director and NEO compensation on an annual basis.

The Company’s general philosophy is that compensation for non-executive directors and NEOs plays an important role in achieving short and long-term business objectives that ultimately drive business success and should include a mix of cash (base salary and discretionary annual bonus) and equity, the latter being more heavily weighted than base salary and bonuses to better align the interests of management with that of the shareholders of the Company.

Compensation Elements

The compensation of the NEOs consists of three main components: base salary, discretionary annual cash bonuses and long-term incentives, currently in the form of Options and RSUs. Each element of compensation is a subjective decision by the Board based on recommendations of the Nominating and Compensation Committee. The following discussion describes the components of compensation and discusses how each component relates to the Company’s overall executive compensation objective.

Base Salary

The Company’s view is that a competitive base salary or consulting fee is a necessary element for attracting and retaining qualified executive officers. The base salary for each executive is established by the Board, on the recommendation of the Nominating and Compensation Committee, based upon the position held by such executive, competitive market conditions, such executive’s related responsibilities, experience and the NEO’s skill base, the functions performed by such executive and the salary ranges for similar positions. Individual and corporate performance are also taken into account in determining base salary levels for executives. To better align the interests of management with those of the shareholders of the Company, base salary is less heavily weighted in the Company’s overall compensation of NEOs as compared to the other elements of NEO compensation.

Bonuses or Short-Term Incentives (STI)

In determining to award annual bonuses, including the amounts thereof, the Board uses its discretion and takes into consideration the Company’s annual achievements against annual corporate and individual objectives. Bonuses were granted to NEOs in 2025 based on the Nominating and Compensation Committee’s assessment of the Company’s performance against its annual corporate and individual objectives for the year. Although the bonus is based on a one-year performance period, the Nominating and Compensation Committee sets challenging operating, financial and strategic objectives designed to build long-term stakeholder value. The combination of the bonus and LTI, described below, is intended to motivate the executives to be committed to achieving current year objectives without taking excessive risks or compromising future performance. The purpose of granting cash bonuses specifically linked to individual and Company wide performance is to ensure management is motivated to work towards the success of the Company.

Long-term Incentives (LTI)

Long-term incentives for NEOs and directors take the form of equity-based awards, which are granted under the direction of the Nominating and Compensation Committee in accordance with the Company’s shareholder approved Option Plan and Share Unit Plan. The purpose of granting long-term incentives is to assist the Company in compensating, attracting, retaining and motivating directors, NEOs, employees and consultants and to closely align the personal interests of such persons to that of the Company’s shareholders and motivate such individuals to work towards ensuring the long-term success of the Company. The value of Options and RSUs granted to NEOs is determined on both qualitative and quantitative levels. Changes in executive positions or roles and ongoing contribution to the Company are factors which affect the decision-making process. Outstanding Options, RSUs and previous grants are reviewed by the Nominating and Compensation Committee on an annual basis and again when considering new Option and RSU grants. The terms of the Option Plan and the Share Unit Plan are also reviewed from time to time by the Nominating and Compensation Committee and changes suggested are discussed with NEOs prior to approval by the Board, then regulatory and shareholder approval as necessary.

Peer Group

While the Board considers amounts paid by other companies in similar industries at similar stages of development in determining compensation, no specifically selected peer group was identified in 2025.

Performance Goals

The Company implemented specific corporate and individual performance goals in respect of NEOs’ compensation in 2025. The corporate objectives were developed based on discussion with management and designed to include matters critical to advancing the Company’s overall strategic goals and objectives. Corporate objectives in 2025 included matters related to Safety and ESG; Project Development; Exploration; Corporate Development and Financial Strength. Specific compensation recommendations are made to the Board by the Nominating and Compensation Committee after discussion amongst the members of the Nominating and Compensation Committee. Each component of compensation and the decisions of the Nominating and Compensation Committee about each component have an impact on the Nominating and Compensation Committee’s decisions regarding other compensation components. All of the compensation components together are intended to meet the Company’s compensation objectives, which are intended to allow the Company to attract and retain qualified and experienced executives who are motivated to achieve the Company’s business plans, strategies and goals on an annual and long-term basis, in order to increase shareholder value.

Risk Considerations

The Board reviews from time to time, and at least once annually, the risks, if any, associated with the Company’s compensation policies and practices at such time. Implicit in the Board’s mandate is that the Company’s policies and practices respecting compensation, including those applicable to the Company’s executives, be designed in a manner which is in the best interests of the Company and its shareholders, and risk implications are one of many considerations which are taken into account in such design.

A significant portion of the Company’s current executive compensation consists of Options and RSUs granted under the Option Plan and Share Unit Plan, respectively. Such compensation is both “long term” and “at risk” and, accordingly, is directly linked to the achievement of long-term value creation. As the benefits of such compensation, if any, are not realized by the executives until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of the Company and its shareholders is limited.

Due to the relatively small size of the Company, and the current level of the Company’s activity, the Board is able to closely monitor and consider any risks which may be associated with the Company’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings, during which financial and other information pertaining to the Company are reviewed, which review includes executive compensation. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

No director, officer or member of senior management is permitted to enter into financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s equity securities that are held directly or indirectly by them or granted as compensation to them. Such prohibited financial instruments include prepaid variable forward contracts, equity swaps, collars, put or call options and similar financial instruments.

Performance Graph

The following graph compares the cumulative shareholder return for C$100 invested in Shares on August 11, 2020, against the cumulative shareholder return for the GDXJ Index for the period beginning August 11, 2020, and ending December 31, 2025, assuming reinvestment of all dividends. The GDXJ is an exchange traded fund (ETF) and is compiled of stocks from small and medium-capitalization companies in the gold and/or silver mining industry. The Company believes tracking its share price against the GDXJ is an appropriate measure of the relative market performance of the Company. The graph also depicts total annual compensation for the NEOs in each particular year since the Company began trading on the TSXV on August 11, 2020.

Comparison of Cumulative Total Returns

The performance graph shows that the cumulative shareholder returns for $100 invested in the Shares of the Company outperformed the GDXJ index in 2025, 2024, 2023, 2022, 2021 and 2020. Total compensation paid to the Company’s NEOs in 2025 increased primarily as the result of the comprehensive executive leadership transition completed during the year, including the appointment of a new Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and the related one-time termination benefits paid to departing executives, together with the grant-date fair value of new equity-based incentive awards (Options and RSUs) granted to the reconstituted leadership team to align their long-term interests with those of shareholders. The Company’s executive compensation framework was also calibrated to reflect the materially expanded scope and complexity of the business.

Equity-based Awards

The Company has the Option Plan and Share Unit Plan in place for the granting of Options and Awards, respectively, to the directors, officers, employees and consultants of the Company. The purpose of granting such Options and Awards is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align the personal interests of such persons to that of the Company’s shareholders. The allocation of Options and Awards under the Option Plan and the Share Unit Plan, respectively, is determined by the Board which, in determining such allocations, considers such factors as previous grants to individuals, overall performance of the Company, share price, the role and performance of the individual in question, the amount of time directed to the Company’s affairs and time expended in serving on the Company’s committees.

For further information, please see “Option Plan” and “Share Unit Plan” below for a summary of the material terms of the Option Plan and Share Unit Plan, respectively.

Upon completion of the Company’s acquisition of Maritime Resources Corp. (“Maritime”), each option to purchase common shares of Maritime (each, a “Maritime Option”) was exchanged for an option to acquire Shares (each, a “Replacement Option”), with the number of Shares underlying such Replacement Option and the applicable exercise price adjusted in accordance with the plan of arrangement. The Replacement Options remain exercisable until the original expiry date of the corresponding Maritime Option and are otherwise governed by, and subject to, the terms of Maritime’s omnibus equity incentive plan (the “Maritime Plan”). No further awards may be granted under the Maritime Plan.

Compensation Governance

Composition of the Nominating and Compensation Committee

The Nominating and Compensation Committee must consist of three or more directors, at least two of whom must qualify as “independent” as such term is defined in National Policy 58-101 – Corporate Governance Guidelines. As of December 31, 2025, the committee consisted of three directors, Chad Williams (Chair), Paul Huet, and Andrew Furey. Mr. Willams and Mr. Furey are independent directors. Mr. Huet is not considered to be independent because of his former consulting arrangement with the Company, which ended in December 2024.

On January 30, 2026, Mr. Williams resigned from the Nominating and Compensation Committee and was appointed as a member of the Governance and Sustainability Committee, and Ms. Brown resigned from the Governance and Sustainability Committee and was appointed as a member and Chair of the Nominating and Compensation Committee.

Relevant Education and Experience

The members of the Nominating and Compensation Committee have a range of skills and experience which the Company believes provides the expertise necessary to oversee the Company’s executive compensation structure. The relevant experience of the Nominating and Compensation Committee members is summarized below.

Nominating and Compensation Committee Responsibilities

The Nominating and Compensation Committee is appointed by and reports to the Board. The committee assists the Board in discharging the Board’s oversight responsibilities relating to the attraction, compensation, evaluation and retention of key senior management personnel, and in particular, the CEO, primarily through:

Use of Compensation Consultants

On June 1, 2025, the Company engaged a compensation specialist, The Human Well, to act as an independent advisor on executive and director compensation matters. The Human Well was engaged to confirm that the executive and director compensation program is current, aligned and competitive with practices of organizations of similar size and complexity in the mining sector.

The Nominating and Compensation Committee is directly responsible for the appointment and oversight of any independent advisors, and assesses the independence of any such advisor in accordance with applicable governance standards.

Services provided by The Human Well for the year ended December 31, 2025 included:

The following table summarizes the fees paid to The Human Well during the financial year ended December 31, 2025. No fees were paid during the financial year ended December 31, 2024.

Summary Compensation Table

The following table contains a summary of the compensation paid to the NEOs of the Company during the three most recently completed financial years.

Notes

The weighted average grant date fair value of the Options granted during the financial year ended December 31, 2025 was $1.34 per Option. The weighted average grant date fair value of the Options granted during the financial year ended December 31, 2024 was $3.06 per Option. There were no Options granted during the financial year ended December 31, 2023. The Company uses the Black-Scholes Option Pricing model which is an industry accepted model for valuing share-based payments under IFRS 2.

Options were priced using the following weighted average assumptions to estimate the fair value of options granted:

The weighted average grant date fair value of the RSUs granted during the financial year ended December 31, 2025 was $3.34 per Share Unit. The Company uses the closing share price of its Common Shares at the date of grant.

Employment, Consulting and Management Agreements

During the year ended December 31, 2025, the following management services agreements entered into with companies controlled by certain NEOs were in force, the material terms of which are summarized below.

Boyle Management Services Agreement

Keith Boyle, CEO and Director, provides management services to the Company through Boyle Mining Consultants Inc. (“Boyle”). The Company entered into a management services agreement with Boyle dated January 19, 2025, with respect to the provision of certain management and administrative consulting services provided by Boyle to the Company (the “Boyle Agreement”) beginning on January 20, 2025. Pursuant to the terms and conditions of the Boyle Agreement, Boyle provides certain management consulting services to the Company as may be requested by and at the direction of the Board from time to time, including: (i) guidance, advice and services with respect to strategic planning, future growth, projects and business activities; (ii) guidance and advice in relation to the day-to-day operation and business of the Company; (iii) guidance and advice concerning proposed acquisitions, divestitures, joint ventures and business combinations; (iv) guidance and advice concerning any mineral properties owned by the Company or interests in mineral properties acquired by the Company; (v) guidance and advice in connection with communications with the shareholders of the Company and responding to shareholder inquiries; and (vi) other mutually agreed services. Boyle is paid a base fee rate of $37,500 per month (the “Boyle Base Fee”), subject to annual review by the Board. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Boyle Agreement.

Argentum Management Services Agreement

Collin Kettell, former Executive Chairman and Director, provided management services to the Company through Argentum Capital Corp. (“Argentum”). The Company entered into a management services agreement with Argentum dated March 1, 2020, with respect to the provision of certain management and administrative consulting services provided by Argentum to the Company (the “Argentum Agreement”). Pursuant to the terms and conditions of the Argentum Agreement, Argentum provided certain management consulting services to the Company as may be requested by and at the direction of the Board from time to time, including: (i) guidance, advice and services with respect to strategic planning, future growth, projects and business activities; (ii) guidance and advice in relation to the day to day operation and business of the Company; (iii) guidance and advice concerning proposed acquisitions, divestitures, joint ventures and business combinations; and (iv) guidance and advice concerning any mineral properties owned by the Company or interests in mineral properties acquired by the Company and other mutually agreed services. Argentum was paid a base fee rate of $32,400 per month (the “Argentum Base Fee”), subject to annual review by the Board. The Argentum Agreement was terminated on January 20, 2025. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Argentum Agreement.

Ahmed Agreement

The Company entered into an employment agreement with Hashim Ahmed, CFO (“Ahmed”), on August 24, 2025, with respect to the provision of certain management services provided by Mr. Ahmed to the Company (the “Ahmed Agreement”) beginning on September 15, 2025. Pursuant to the terms and conditions of the Ahmed Agreement, Ahmed provides certain management services to the Company as requested by and at the direction of the Board from time to time, including related to: (i) financial planning and analysis; financial reporting; accounting and tax compliance; cash flow management; risk management; investor relations; and (ii) strategic planning; capital allocation; mergers and acquisitions; cost management; performance management; treasury management; technology and systems; and team leadership. Ahmed was paid a base salary of $29,166.66 per month (the “Ahmed Base Salary”), subject to annual review by the Board. Ahmed is also eligible for an incentive bonus and long-term incentive equal to 100% of base, with 50% in the form of RSUs and performance share units and 50% in the form of Options as determined by the Board at its discretion. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Ahmed Agreement.

In 2026, the Ahmed Agreement was terminated and the Company entered into a management services agreement with 1000014611 Ontario Inc., through which Ahmed, CFO provides management services to the Company.

BM Strategic Management Services Agreement

Michael Kanevsky, former CFO, provided his services to the Company through a third-party management services agreement with BM Strategic Capital Corp. (“BM Strategic”) (the “BM Strategic Management Services Agreement”). Pursuant to the terms of the BM Strategic Management Services Agreement, BM Strategic provided all CFO services to the Company. BM Strategic was paid a fee of $32,400 per month (the “BM Strategic Base Fee”). The BM Strategic Management Services Agreement was terminated on September 15, 2025. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the BM Strategic Management Services Agreement.

Render Agreement

The Company entered into an employment agreement with Melissa Render, President and former Director (“Render”), on December 17, 2024, with respect to the provision of certain management services provided by Ms. Render to the Company (the “Render Agreement”) beginning on December 17, 2024. Pursuant to the terms and conditions of the Render Agreement, Render provides certain management services to the Company as may be requested by and at the direction of the Board from time to time, including: (i) identification, initiation and management of all activities required for exploration of the Company’s Queensway project; (ii) producing detailed exploration program and budget proposals for targets generated; (iii) guidance, advice, and services with respect to strategic planning, future growth, projects, and business activities; and (iv) guidance and advice in connection with communications with the shareholders of the Company and responding to shareholder inquiries. Render is paid a base salary of $30,000 per month (the “Render Base Salary”), subject to annual review by the Board. Render is also eligible for an incentive bonus and the grant of Options as determined by the Board at its discretion. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Render Agreement.

Era Management Services Agreement

Robert Assabgui, COO, provides management services to the Company through Era Mining Consulting Inc. (“Era”). The Company entered into a management services agreement with Era dated September 15, 2025, with respect to the provision of certain management and administrative consulting services provided by Era to the Company (the “Era Agreement”) beginning on September 15, 2025. Pursuant to the terms and conditions of the Era Agreement, Era provides certain management consulting services to the Company as may be requested by and at the direction of the Board from time to time, including: (i) overseeing the work and studies related to the development of the Queensway Gold Project (the “Project”); (ii) identifying and assessing Project risks, developing mitigation strategies to minimize potential negative impacts on Project timelines and outcomes; (iii) implementing best practices for health, safety, environmental and social risk management; (iv) navigating complex regulatory requirements related to mining and environmental regulations; (v) overseeing the acquisition of necessary permits and approvals form regulatory agencies; (vi) being the primary contact with all external technical consultants doing work on the Project and holding progress review meetings with consultants as required; (vii) reviewing costs and schedules for the work to make sure the work is completed within the timelines and schedule that was agreed to and initiating any invoice payment approvals for the work agreed to; (viii) building the necessary systems to execute and track on the approved scope of work and development plan; (ix) co-ordinating any site activities associated with the Project studies and development with the Company’s exploration and operations teams; (x)  upon becoming an operating company, overseeing all aspects of mining operations; translating the Company’s overall strategy into actionable operational goals and plans; establishing operational benchmarks, monitoring performance, and implementing corrective actions to ensure targets are met; managing capital investments and operating expenses to ensure profitability and adherence to financial targets; identifying and mitigating operational risks; ensuring compliance with all relevant mining regulations and environmental standards; and identifying areas for process improvement and implementing initiatives to enhance operational efficiency and productivity. Era is paid a base fee rate of $27,083.33 per month (the “Era Base Fee”), subject to annual review by the Board. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Era Agreement.

Childe Agreement

The Company entered into an employment agreement with Fiona Childe, VP Communications and Corporate Development (“Childe”), on February 18, 2025, with respect to the provision of certain management services provided by Ms. Childe to the Company (the “Childe Agreement”) beginning on February 18, 2025. Pursuant to the terms and conditions of the Childe Agreement, Childe provides certain management services to the Company as may be requested by and at the direction of the Board from time to time, including services related to: (i) financing and fundraising; (ii) investor relations; (iii) marketing and communications; (iv) stakeholder engagement; and (v) strategic planning. Childe is paid a base salary of $21,666.66 per month (the “Childe Base Salary”), subject to annual review by the Board. Childe is also eligible for an incentive bonus and the grant of Options as determined by the Board at its discretion. See “Termination and Change of Control Benefits” for further information with respect to certain of the Company’s additional obligations under the Childe Agreement.

Incentive Plan Awards

Outstanding Share-based and Option-based Awards

The following table discloses the particulars of all awards for each NEO outstanding at the end of the Company’s financial year ended December 31, 2025, including awards granted before this most recently completed financial year:

Note 

Incentive Plan Awards – Value Vested or Earned During the Year

The following table summarizes the value of each incentive plan award vested or earned by each NEO during the financial year ended December 31, 2025:

Termination and Change of Control Benefits

Termination and Change of Control Benefits

As of December 31, 2025, other than as described below, the Company did not have any contract, agreement, plan or arrangement that provides for payments to the NEOs at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.

For the purposes of this section, “Change of Control” means change in control of the Company, which includes the acquisition by a person of 50% or more of the voting securities of the Company, the removal of 50% or more of the incumbent members of the Board, or a transaction the result of which is that the current voting shareholders of the Company own less than 50% of the voting shares of the resulting or successor corporation, or the sale of all or substantially all of the Company’s assets.

Boyle Management Services Agreement

Under the terms of the Boyle Agreement, at any time within 60 days following a Change of Control, Boyle or the Company may elect to terminate the Boyle Agreement. Upon such termination, the Company is obliged to compensate Boyle (i) a termination fee equal to 24 months of the Boyle Base Fee, (ii) an amount equal to the target bonus of 75% of base plus any other incentive fee paid to Boyle within the 24 months preceding termination in connection with a Change of Control and (iii) any accrued liabilities owing to Boyle under the Boyle Agreement. The estimated incremental payments to Boyle that would result from a Change of Control occurring as at December 31, 2025, would be $1,687,500.

Argentum Management Services Agreement

Upon Argentum’s resignation, the Argentum Agreement was terminated by Argentum on January 20, 2025. For all payments to Argentum, please see “Summary Compensation Table”.

Ahmed Agreement

Under the terms of the Ahmed Agreement, at any time within 12 months following a Change of Control, Ahmed or the Company may elect to terminate the Ahmed Agreement. Upon such termination, the Company is obliged to compensate Ahmed (i) a termination fee equal to 24 months of the Ahmed Base Salary and proportionate incentive bonus (75% of base) and (ii) any accrued liabilities owing to Ahmed under the Ahmed Agreement. The estimated incremental payments to Ahmed that would result from a Change of Control occurring as at December 31, 2025, would be $1,335,304.

BM Strategic Management Services Agreement

Upon BM Strategic’s resignation, the BM Strategic Management Services Agreement was terminated by BM Strategic on September 15, 2025. For all payments to BM Strategic, please see “Summary Compensation Table”.

Render Agreement

Under the terms of the Render Agreement, at any time within 12 months following a Change of Control, Render or the Company may elect to terminate the Render Agreement. Upon such termination, the Company is obliged to compensate Render (i) a termination fee equal to 24 months of the Render Base Salary and (ii) any accrued liabilities owing to Render under the Render Agreement. The estimated incremental payments to Render that would result from a Change of Control occurring as at December 31, 2025, would be $1,095,000.

Era Management Services Agreement

Under the terms of the Era Agreement, at any time within 60 days following a Change of Control, Era or the Company may elect to terminate the Era Agreement. Upon such termination, the Company is obliged to compensate Era (i) a termination fee equal to 24 months of the Era Base Fee, (ii) an amount equal to the target bonus of 50% of base plus any other incentive fee paid to Era within the 24 months preceding termination in connection with a Change of Control and (iii) any accrued liabilities owing to Era under the Era Agreement. The estimated incremental payments to Era that would result from a Change of Control occurring as at December 31, 2025, would be $1,137,500.

Childe Agreement

Under the terms of the Childe Agreement, at any time within 12 months following a Change of Control, Childe or the Company may elect to terminate the Childe Agreement. Upon such termination, the Company is obliged to compensate Childe (i) a termination fee equal to 24 months of the Childe Base Salary and (ii) any accrued liabilities owing to Childe under the Childe Agreement. The estimated incremental payments to Childe that would result from a Change of Control occurring as at December 31, 2025, would be $790,833.

Separation Event Benefits

The following table presents the estimated total Change of Control and termination benefits of its NEOs, assuming the separation event occurred on December 31, 2025.

Notes

Pension Plan Benefits

The Company has not established at this time any pension plans or deferred compensation plans for directors or NEOs that provide for payments or benefits at, following, or in connection with retirement.

Director Compensation

The objective of the Company’s compensation program for directors is to attract and retain members of the Board of a quality and nature that will enhance the performance and growth of the Company. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of their roles.

Director Compensation Table

The following table discloses all amounts of compensation provided by the Company to its directors who are not NEOs for the financial year ended December 31, 2025. For further details with respect to the compensation of directors who are also NEOs, please see “Statement of Executive Compensation – Summary Compensation Table” herein.

Notes

Outstanding Share-based and Option-based Awards

The following table discloses the particulars of all awards for each director that is not also an NEO outstanding at the end of the Company’s financial year ended December 31, 2025, including awards granted before this most recently completed financial year:

Incentive Plan Awards – Value Vested or Earned During the Year

The following table summarizes the value of each incentive plan award vested or earned by each director that is not also an NEO during the financial year ended December 31, 2025:

Option Plan

On December 17, 2024, the Company’s shareholders approved the Option Plan. The Option Plan was thereafter amended by the Board on January 20, 2025, and approved at last year’s Annual General and Special Meeting on August 20, 2025. The purpose of the Option Plan is to provide the Company with an equity-based mechanism to attract, retain and motivate qualified directors, officers, employees, and consultants, to reward those individuals from time to time for their contributions toward the long-term goals of the Company and to enable and encourage those individuals to acquire Shares as long-term investments. The Company is required to obtain shareholder approval of the Option Plan on a yearly basis in accordance with the policies of the TSXV.

As at the date of this Circular, there are 6,122,286 Options issued and outstanding, with 32,285,968 remaining available for issuance thereunder. The general terms and conditions of the Option Plan are reflected in the disclosure below. Capitalized terms shall have the same meaning ascribed to them in the Option Plan.

Share Unit Plan

On January 20, 2025, the Company’s Board of Directors adopted the Share Unit Plan, which was approved at last year’s Annual General and Special Meeting on August 20, 2025. As with the Option Plan, the purpose of this Share Unit Plan is to provide the Company with another equity-based mechanism to attract, retain and motivate Participants (as defined in the Share Unit Plan), to reward them by the grant of Awards under the Share Unit Plan from time to time for their contributions toward the long term goals of the Company and to enable and encourage them to acquire the benefits inherent in the ownership of Shares as long term investments.

The Company is required to obtain shareholder approval of the Share Unit Plan on a yearly basis in accordance with the policies of the TSXV.

As at the date of this Circular, there are 2,427,682 RSUs issued and outstanding, with 16,776,445 remaining available for issuance thereunder. The general terms and conditions of the Share Unit Plan are reflected in the disclosure below. Capitalized terms shall have the same meaning ascribed to them in the Share Unit Plan.

The above summary is qualified in its entirety by the full text of the Share Unit Plan, a copy of which is attached as Schedule “B” of this Circular.

Section 6 – Audit Committee

In compliance with National Instrument 52-110 – Audit Committees (“NI 52-110”), the Company has formed an Audit Committee to provide assistance to the Board in fulfilling its obligations relating to the integrity of the internal financial controls and financial reporting of the Company. The external auditors of the Company report directly to the Audit Committee.

Audit Committee Charter

The Audit Committee’s primary duties and responsibilities include:

The full text of the Charter of the Audit Committee is attached as Schedule “C” to this Circular. For additional information regarding the audit committee, please refer to the Company’s Annual Information Form, dated March 25, 2026, under the heading “Directors and Officers – Audit Committee” which can be found on SEDAR+ at www.sedarplus.ca.

Composition of the Audit Committee

The Audit Committee is comprised of Allen Palmiere (Chair), Chad Williams and Tamara Brown, all of whom are “financially literate” and “independent” as such terms are defined in NI 52-110. Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

Relevant Education and Experience

Allen Palmiere (Chair)

Allen Palmiere is a Chartered Accountant-Chartered Public Accountant by training, with over 40 years of experience in the mining industry, from a financial and operational perspective. Mr. Palmiere’s expertise includes operations, executive management and financing, both debt and equity. Additionally, Mr. Palmiere has extensive experience in mergers and acquisitions. Mr. Palmiere’s former executive positions include CEO and Chairman of the board, HudBay Minerals Inc., Executive Chairman, Barplats Investments Ltd., Vice President, CFO, Zemex Corporation, and President and CEO, Breakwater Resources Ltd. Mr. Palmiere has also served as a director of numerous public companies. Mr. Palmiere is currently the CEO, President and a Director of Gold Resource Corporation.

Chad Williams

Chad Williams is the Chairman and Founder of Red Cloud Mining Capital Inc. He has extensive experience in mining finance and management, having previously held the positions of CEO of Victoria Gold Corp. and Head of Mining Investment Banking at Blackmont Capital Inc., and was a highly ranked mining analyst at TD Bank and other Canadian brokerage firms.

Tamara Brown

Tamara Brown is a mining industry professional with over 30 years of experience in the mining, capital markets and M&A sectors. She is currently a partner of Oberon Capital Corp., a leading charity flow-through provider, and was most recently the Interim Chief Executive Officer of Superior Gold Inc., a gold producer. Tamara is currently an independent director of Orla Mining Ltd. (TSX), a gold producer. Her previous executive roles include Vice President, Investor Relations and Corporate Development (Americas) for Newcrest Mining Ltd., a global gold producer; Vice President, Corporate Development and Investor Relations for Primero Mining Corp., a gold and silver producer; and Director of Investor Relations for IAMGOLD Corp. Tamara began her career as a professional engineer in the mining industry and was formerly a partner of a boutique investment banking firm. Tamara holds a Bachelor of Engineering from Curtin University in Australia and has completed the Chartered Business Valuator Course at York University.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures of the Board. The Chair of the Audit Committee has the authority to approve or disapprove such non-audit services and shall advise the Audit Committee of such pre-approvals no later than the time of the next meeting of the Audit Committee following such pre-approval having been given.

External Auditor Service Fees (by category)

The fees billed by the Company’s external auditors in each of the last two fiscal for audit and non-audit related services provided to the Company or its subsidiaries, by category, are as follows:

Notes:

Section 7 – Corporate Governance

General

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the corporation.

National Instrument 58-201 – Corporate Governance Guidelines (“NI 58-201”), establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. In addition, the Board monitors evolving best practices on an ongoing basis and, when appropriate, implements such additional practices. The Board is committed to sound corporate governance practices that benefit all stakeholders and contribute to effective and efficient decision making.

Pursuant to NI 58-201, the Board has adopted a Code of Business Conduct and Ethics, which addresses, but is not limited to, the following issues:

The Company is committed to complying with all applicable requirements including those concerning corporate accounting practices, accounting controls and auditing practices and with its Code of Business Conduct and Ethics. In connection with the requirement to observe high standards of business practices and ethics in the conduct of the business and operations of the Company, the Company has developed a Whistleblower Policy and maintains a confidential and anonymous complaint submissions procedure through a third-party hotline service.

In addition, pursuant to National Policy 51-201 - Disclosure Standards, the Company has adopted a Disclosure Policy, which addresses, but is not limited to, the following matters:

The Company’s corporate governance policies and mandates may be viewed on the Company’s website at: https://newfoundgold.ca/investors/disclosure-portal/.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices, the Company is required to disclose its corporate governance practices, as summarized below.

Corporate Governance Practices

In consultation with the Board, the Nominating and Compensation Committee establishes and reviews with the Board the appropriate skills and characteristics required of members of the Board, taking into consideration the Board’s short-term needs and long-term succession plans. In addition, the Nominating and Compensation Committee develops, and annually updates, a long-term plan for the Board’s composition, taking into consideration the characteristics of independence, age, skills, experience and availability of service to the Company of its members, as well as opportunities, risks, and strategic direction of the Company.

Board of Directors

Independence

On an annual basis, the Nominating and Compensation Committee assists the Board in assessing each director’s independence and reviews the relationship each director has with the Company to determine whether their independence is maintained. When a director has no direct or indirect material relationship with the Company which could interfere with the director’s independent judgment, that director is considered independent. The Board has determined that a majority of the Directors nominated are independent.

The following directors are not independent: Keith Boyle, as Chief Executive Officer of the Company and Paul Huet because of his former consulting arrangement with the Company, which ended in December 2024.

Meetings of Independent Directors

The Canadian Securities Administrator’s corporate governance guidance suggests that independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. The independent directors endeavour to meet on camera without members of management and executive directors at the end of each Board or Committee meeting.

The Audit Committee consists of three independent directors and meets quarterly. A Technical Committee consisting of at least one independent director was established in 2021. A Compensation Committee and a Nominating and Corporate Governance Committee (“NCG Committee”), each consisting of a minimum of two independent directors, were established in 2020. Effective May 12, 2025, the nominating function was moved from the NCG Committee to the Compensation Committee, which has since been renamed as the Nominating and Compensation Committee. The NCG Committee has been renamed as the Governance and Sustainability Committee.

Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any Board discussion respecting that contract or transaction. If, on occasion, such directors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict.

Role of Chair and Lead Director

The Chair, with the assistance of a lead director (the “Lead Director”), if one is appointed from time to time, is responsible for the management, development, and effective performance of the Board and leads the Board to ensure that it fulfills its duties to be effective in setting and implementing direction and strategy, and to work closely with the CEO to ensure the strategy agreed by the Board is put into effect. The Chairman, Paul Huet, is not an independent director. William Hayden was the independent Lead Director in 2025. As Mr. Hayden will not stand for re-election at the Meeting, the Board has appointed Tamara Brown as the new Lead Director.

Board Mandate

The full text of the Board’s written mandate is attached to this Circular as Schedule “D”.

Position Descriptions

The Board has adopted written position descriptions for its Chair, the Lead Director, and the Chair of each of the Committees. The position descriptions are in line with each of the Committee mandates, which are also reviewed and updated from time to time by its members. The Compensation Committee and the CEO have developed a position description for the CEO which has been approved by the Board. The Compensation Committee (now the Nominating and Compensation Committee) annually reviews and monitors the achievement of corporate objectives that the CEO is responsible to meet.

Orientation and Continuing Education

Each new director participates in the Company’s initial orientation program and each director participates in the Company’s continuing director development programs.

Ethical Business Conduct

A Code of Business Conduct and Ethics (the “Code”) has been adopted by the Board to summarize the standards of business conduct that guides the Company’s actions. This Code applies to all directors, officers, employees, and consultants of the Company and its subsidiaries. The Company has issued this Code to deter wrongdoing and to promote:

Nomination of Directors

In considering and identifying new directors for nomination, the Nominating and Compensation Committee will hold a series of meetings to identify the particular skills and qualifications needed of new recruits, having regard to the Company’s business and objectives, as well as the then-existing composition of the Board. Once a list of key attributes, skills, and competencies for a potential new director is identified, the Nominating and Compensation Committee then creates a list of possible candidates for consideration and evaluation, which are then presented to the full Board for further discussion and evaluation. If, and as needed, the Nominating and Compensation Committee may engage internal or external consultants to assist in identifying, evaluating, and/or selecting appropriate Board candidates, including to ensure a diversity of potential candidates are identified. Only after rigorous discussion by the Nominating and Compensation Committee and the Board is a short-list of potential Board candidates created, following which the Board works together with the Nominating and Compensation Committee to develop the best plan to recruit the preferred candidate(s).

Compensation

The Board determines Director and senior officer compensation by the recommendation of the Nominating and Compensation Committee. With consultation from the CEO, the Nominating and Compensation Committee is responsible for:

While the Board is ultimately responsible for determining all forms of compensation to be awarded to the CEO, other executive officers and directors, the Nominating and Compensation Committee will, when appropriate, review the Company’s compensation philosophy, policies, plans, and guidelines and recommend any changes to the Board.

Committees of the Board

As at the date of this Circular, there are four committees of the Board (the “Committees”). The following table sets out each of the Committees and membership thereof.

Technical Committee

The purpose of the Technical Committee is to provide assurance to the Board as to the operational performance and operating risks of the Company, regarding those areas where technical understanding is required:

The charter of the Technical Committee provides that it is responsible for, among other things, the following matters:

Governance and Sustainability Committee

The purpose of the Governance and Sustainability Committee (the “GSC”) (previously the NCG Committee) is to assist the Board in fulfilling its oversight responsibilities with respect to:

Board Assessment

The Board undertakes a robust annual assessment process that includes:

In addition, the Board satisfies itself that the Board, its Committees, and the individual directors are performing effectively by conducting informal assessments from time to time (including by the Chair of the Board and/or the Nominating and Compensation Committee).

Director Term Limits and Other Mechanisms of Board Renewal

The Company does not currently have any term limits, retirement policies, or similar mechanisms in place for the renewal or replacement of its directors.

The Board believes that the imposition of term limits on a director implicitly discounts the value of experience and continuity amongst Board members and runs the risk of excluding experienced and potentially valuable Board members as a result of an arbitrary determination. The notional objective of term limits is to encourage board turnover, introduce new perspectives and retain independence. The Company has achieved a satisfactory turnover of directors over its history, and the Board believes that it can strike the right balance between continuity and fresh perspectives without mandated term limits.

Board Leadership and Diversity

The Company is committed to workplace diversity and fostering a culture of inclusion across all aspects of the Company, its operations, and offices. The Board’s objective is to select the most qualified and highest functioning directors from diverse backgrounds. Board nominees will be chosen based on the abilities, skills, and experience required from time to time, while recognizing that a more diverse Board can result in a more effective Board. The Nominating and Compensation Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity in the Board’s composition.

The Company understands the benefits of a diversified work force, including promoting the level of female representation and other types of diversity, and diversity is one of many factors that are used in consideration for hires and promotions. In identifying and considering potential candidates for executive appointments, the Board also considers factors such as years of service, regional background, merit, experience, and qualification. In addition, the relative diversity of the Company’s executive team is also driven by other factors, many of which are outside of the control of the Company, including the level of staff turnover, the candidates that are available with the necessary skills and experiences required to satisfy the Company’s needs, and requirements for the position when hiring and promotion opportunities arise, and various other factors. The Board does not set specific gender representation targets when identifying potential candidates to executive officer positions, but does consider diversity, and where possible, seeks to ensure a representative list of women is included among the group of prospective candidates for executive positions.

As at the date of this Circular, three of seven of the Company’s executive officers are women and one of seven directors is a woman.

Section 8 – Other Information

Securities Authorized for Issuance Under Equity Compensation Plans

As at December 31, 2025, the Company had a 10% rolling stock option plan in place, see “Section 4 - Particulars of Matters to be Acted Upon – 5. Approval of Stock Option Plan” and “Section 5 – Statement of Executive Compensation – Option Plan”, and a 5% rolling share unit plan in place, see “Section 4 – Particulars of Matters to be Acted Upon – 6. Approval of Share Unit Plan” and “Section 5 – Statement of Executive Compensation – Share Unit Plan”.

The following table provides information as at December 31, 2025, with respect to the Option Plan and the Share Unit Plan, under which equity securities are authorized for issuance. As at December 31, 2025, the Company did not have any equity compensation plans that had not been approved by Shareholders.

Note:

Indebtedness of Directors and Executive Officers

Other than “routine indebtedness” as defined in applicable securities legislation, since the beginning of the financial year ended December 31, 2025, none of:

is or has been indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, and which was not entirely repaid on or before the date of this Circular.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as disclosed herein, no director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the approval of the amendments to the Option Plan and the Share Unit Plan.

Interest of Informed Persons in Material Transactions

Other than as set forth in this Circular or as disclosed in the Company’s financial statements, no informed person of the Company, or proposed director of the Company, or any associate or affiliate of any informed person or proposed director, had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year, or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

An “informed person” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

Management Contracts

Since the beginning of the Company’s most recently completed financial year ended December 31, 2025, management functions of the Company are not, and have not been, to any substantial degree performed by any person other than the executive officers and directors of the Company. See “Section 5 - Statement of Executive Compensation – Employment, Consulting and Management Agreements”.

Additional Information

Financial information about the Company is included in the Company’s comparative annual financial statements, as well as the management discussion and analysis, for the year ended December 31, 2025, which have been electronically filed with regulators and are available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Copies may be obtained without charge upon request to the Company, 20 Adelaide Street East, Suite 603, Toronto, Ontario M5C 2T6 Canada, – telephone: (416) 775-2700 ext. 5 – email: contact@newfoundgold.ca.

You may also access the Company’s other public disclosure documents on SEDAR+ at www.sedarplus.ca under the Company’s profile. Additional information about the Company can be found on the Company’s website at www.newfoundgold.ca.

Request for Financial Statements

National Instrument 51-102 – Continuous Disclosure Obligations sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed financial statements request form or provide instructions in any other written format.

Approval of the Board of Directors

The contents of this Circular have been approved and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario, this 15^th day of May, 2026.

SCHEDULE “A”
STOCK OPTION PLAN

NEW FOUND GOLD CORP.

2025 AMENDED AND RESTATED STOCK OPTION PLAN

Article I

DEFINITIONS AND INTERPRETATION

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

“Acceleration Event” has the meaning as set out in Section 3.9(b);

“Administrator” means the Board or such Director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time;

“Affiliate” means an affiliate of the Company within the meaning of Section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended or replaced from time to time.

“Award Date” means, in respect of a particular Option, the date on which the Board grants the Option;

“Blackout Period” means an interval of time during which the Company has determined, in accordance with its insider-trading policy, that one or more Plan participants may not exercise an Option or sell Shares of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with the Company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject);

“Board” means the board of directors of the Company;

“Company” means New Found Gold Corp. and any subsidiary thereof, as the context may require;

“Consultant” means any individual, corporation, incorporated association or organization, body corporate, partnership, trust, association, or any other entity other than an individual who:

“Director” means a director, senior officer and Management Company Employee of the Company or a subsidiary of the Company;

“Disability” means a long-term disability, as determined by the Board;

“Discounted Market Price” means the last closing price of the Shares before the date of the Option grant (less the applicable discount), unless in accordance with the policies of the Exchange, the Company issues a news release to fix the Exercise Price;

“Employee” means an employee or officer (including a Director) of the Company or any of its Subsidiaries, provided that such employee or officer is an individual who is considered to be an employee under the Income Tax Act (Canada);

“Exchange” means the TSX Venture Exchange or any other Canadian stock exchange on which the Shares are listed;

“Exchange Hold Period” has the meaning ascribed thereto in Policy 1.1 of the policy manual of the Exchange;

“Exercise Notice” means the notice respecting the exercise of an Option, in the form set out as Schedule A hereto, duly executed by the Option Holder;

“Exercise Period” means the period during which a particular Option may be exercised, being the period from and including the Award Date through to and including the Expiry Date;

“Exercise Price” means the price at which an Option may be exercised as determined in accordance with Section 3.7;