New Found Gold Corp.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2025 · Filed Mar 25, 2026
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Contents
EX-99.2 · Outstanding Share Data
Outstanding Share Data
As at December 31, 2025, New Found Gold had 342,329,665 common shares issued and outstanding (December 31, 2024 – 200,457,994). The Company’s common shares are listed for trading on the TSX Venture Exchange under the symbol “NFG” and on the NYSE American under the symbol “NFGC.”
Share Capital Movements
During the year ended December 31, 2025, the Company’s issued and outstanding common shares increased by 141,871,671 shares, primarily attributable to the following issuances:
| ● | 28,980,000 common shares issued under a bought deal offering on June 12, 2025, comprising 24,610,000 flow-through shares at $2.29 per share and 4,370,000 non-flow-through shares at $1.63 per share, for aggregate gross proceeds of $63,480,000; |
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| Management’s Discussion and Analysis | |
| For the year ended December 31, 2025 | |
| (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) | |
| ● | 12,269,939 common shares issued under a non-brokered private placement on August 27, 2025 at $1.63 per share for gross proceeds of $20,000,001; |
| ● | 94,254,209 common shares valued at $275,222,290 issued to former Maritime Resources Corp. shareholders pursuant to the plan of arrangement on November 13, 2025; |
| ● | 1,085,003 common shares valued at $4,632,963 issued to settle $3,276,712 in outstanding advisory fees owing to SCP Resource Finance LLP in connection with the Maritime acquisition. |
| ● | 2,821,556 common shares with a value of $12,160,906 issued to Exploits Discovery Corp. pursuant to the property acquisition agreement on December 5, 2025; |
| ● | 1,838,399 common shares issued on the exercise of 1,854,070 stock options at a weighted average exercise price of $1.38 per share for gross proceeds of $2,547,271; |
| ● | 533,102 common shares issued on the exercise of warrants for gross proceeds of $516,666; and |
| ● | 89,463 common shares with a value of $261,232 issued pursuant to the acquisition of exploration and evaluation assets in accordance with property option agreements. |
Share issue costs of $4,004,528 were incurred during the year in connection with the bought deal offering and private placement.
Stock Options
As at December 31, 2025, the Company had 7,631,500 stock options outstanding (December 31, 2024 – 10,556,750) with exercise prices ranging from $1.00 to $8.98 and a weighted average exercise price of $2.85. Of these, 4,818,723 options were exercisable at a weighted average exercise price of $3.29. Stock options are granted under the Company’s Option Plan, which permits the grant of options up to a maximum of 10% of the issued and outstanding common shares, subject to regulatory and shareholder approval.
During the year ended December 31, 2025, 7,122,070 stock options were granted at a weighted average exercise price of $1.74 per option, 1,854,070 options were exercised at a weighted average price of $1.38, and 8,193,250 options were forfeited at a weighted average exercise price of $4.68 in connection with the management transition and expiry of previously granted options. Share-based compensation expense related to stock options was $2,667,026 for the year (2024 – $889,045).
Restricted Share Units
During the year ended December 31, 2025, the Company granted 2,394,348 equity-settled RSUs to directors and officers, vesting in equal installments over three years, and 300,000 cash-settled RSUs to a consultant, vesting on September 26, 2026. As at December 31, 2025, 2,394,348 equity-settled RSUs were outstanding (December 31, 2024 – nil). Share-based compensation expense related to equity-settled and cash-settled RSUs was $3,260,738 and $357,057, respectively, for the year (2024 – $nil).
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| Management’s Discussion and Analysis | |
| For the year ended December 31, 2025 | |
| (Expressed in Canadian Dollars, except share and per share amounts, unless otherwise indicated) | |
Warrants
As at December 31, 2025, the Company had 14,952,035 warrants outstanding (December 31, 2024 – nil). Warrants outstanding relate to replacement warrants issued in connection with the Maritime acquisition, whereby each outstanding Maritime warrant became exercisable for New Found Gold common shares adjusted per the 0.75 Exchange Ratio. A total of 15,485,137 replacement warrants were issued on November 13, 2025. Out of the replacement warrants issued, 533,102 warrants were exercised for gross proceeds of $516,666 as of December 31, 2025.
Fully Diluted Share Capital
Assuming the exercise of all outstanding stock options, equity-settled RSUs, and warrants, the Company would have 367,307,548 common shares outstanding on a fully diluted basis as at December 31, 2025.
Subsequent Changes
Subsequent to December 31, 2025, there were 1,460,714 stock options and 1,191,170 warrants exercised for gross proceeds of $2,064,180 and $1,269,875, respectively. In addition, 266,666 vested RSUs were settled.
The table below summarizes the Company’s outstanding equity instruments as at December 31, 2025 and March 25, 2026.
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|---|---|---|
| Instrument · · December 31, 2025 · · March 25, 2026 | ||
| Common shares outstanding | 342,329,665 | 345,212,549 |
| Stock options | 7,631,500 | 6,223,286 |
| RSUs (equity-settled) | 2,394,348 | 2,127,682 |
| Warrants | 14,952,035 | 13,760,865 |
| Fully diluted shares | 367,307,548 | 367,324,382 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.