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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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NEW FOUND GOLD CORP. (Name of Issuer) |
Common Shares, No Par Value (Title of Class of Securities) |
64440N103 (CUSIP Number) |
Mark Mandel Baker & McKenzie LLP, 452 Fifth Avenue New York, NY, 10018 (212) 626-4527 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 64440N103 |
| 1 |
Name of reporting person
Sprott Eric | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
65,915,290.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. Includes (i) 24,298,700 Common Shares, no par value (the "Common Shares"), of New Found Gold Corp. (the "Issuer") held of record by Sprott Mining Inc. ("Sprott Mining"), a wholly-owned subsidiary of 2176423 Ontario Ltd. ("2176423 Ontario"), (ii) 37,716,565 Common Shares of the Issuer held of record by 2176423 Ontario, (iii) 2,000,025 Common Shares issuable upon the exercise of warrants to purchase shares of Common Stock held of record by 2176423 Ontario, and (iv) 1,900,000 Common Shares of the Issuer held directly by Eric Sprott. Eric Sprott controls 2176423 Ontario and has the power to direct the voting and disposition of Common Shares held by the entity through his ownership interests in 2176423 Ontario. Eric Sprott controls Sprott Mining and has the power to direct the voting and disposition of Common Shares held by the entity through his ownership interests in 2176423 Ontario.
2. The percentage set forth in Row 13 of this Cover Page is calculated based on 339,380,959 Common Shares outstanding, which is derived from 243,126,725 Common Shares outstanding of the Issuer as reported on the Issuer's third quarter report issued November 7, 2025 and published on the Issuer's website, plus 94,254,209 additional Common Shares issued in the Maritime Transaction (as described in Item 3 below), plus 2,000,025 Common Shares issuable upon the exercise of warrants beneficially owned by the Reporting Persons (the "Common Shares Outstanding").
SCHEDULE 13D
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| CUSIP No. | 64440N103 |
| 1 |
Name of reporting person
2176423 Ontario Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,015,290.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
3. Includes (i) 24,298,700 Common Shares of the Issuer held of record by Sprott Mining, a wholly-owned subsidiary of 2176423 Ontario, and (ii) 2,000,025 Common Shares issuable upon the exercise of warrants to purchase shares of Common Stock held of record by 2176423 Ontario.
4. The percentage set forth in Row 13 of this Cover Page is calculated based on the Common Shares Outstanding.
SCHEDULE 13D
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| CUSIP No. | 64440N103 |
| 1 |
Name of reporting person
Sprott Mining Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,298,700.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.20 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
5. The percentage set forth in Row 13 of this Cover Page is calculated based on the Common Shares Outstanding.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, No Par Value | |
| (b) | Name of Issuer:
NEW FOUND GOLD CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
1055 West Georgia Street, Suite 2129, Vancouver, Canada,
BRITISH COLUMBIA, CANADA
, V6E 3P3. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment") is being filed to update the percentage of shares beneficially owned by the Reporting Persons, and hereby amends and supplements the Statement filed with the Securities and Exchange Commission on December 1, 2021, as further amended on April 13, 2022, April 29, 2022, August 8, 2022 and August 27, 2025. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement. Except as amended or supplemented hereby, the information set forth in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 13, 2025, the Issuer completed its transaction acquiring all of the issued and outstanding shares of Maritime Resources Corp. ("Maritime Resources") through a statutory plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia), whereby each Maritime Resources shareholder received, in exchange for one share of Maritime Resources, 0.75 Common Shares of the Issuer (the "Maritime Transaction"). Prior to the Maritime Transaction, 2176423 Ontario was the owner of record of 10,255,000 shares of Maritime Resources and warrants to purchase 2,666,700 shares of Maritime Resources. As a result of the Maritime Transaction, 2176423 Ontario's shares of Maritime Resources and warrants to purchase shares of Maritime Resources were exchanged for 7,691,250 Common Shares of the Issuer and warrants to purchase 2,000,025 Common Shares of the Issuer. No funds or other consideration other than the shares of Maritime Resources and warrants to purchase shares of Maritime Resources were used by 2176423 Ontario to acquire the Common Shares and warrants to purchase Common Shares described herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended to read: The information provided on the cover pages to this Statement are hereby incorporated by reference. As of the close of business on November 13, 2025, the Reporting Persons acquired or have been granted, and for the purposes of Rule 13d-3 of the Exchange Act, beneficially own, an aggregate of 65,915,290 Common Shares, which represents approximately 19.42% of the Common Shares Outstanding. Although the Reporting Persons acquired an additional 7,691,250 Common Shares of the Issuer and warrants to purchase 2,000,025 Common Shares of the Issuer in the Maritime Transaction, the Maritime Transaction resulted in the Issuer issuing an additional 94,254,209 Common Shares, which in the aggregate was dilutive to the Reporting Persons and resulted in a decrease of holdings of approximately 3.7% of the Common Shares Outstanding from what was reported in Amendment No. 4. | |
| (b) | The responses in rows 7, 8, 9 and 10 of the cover pages to this Statement are hereby incorporated by reference. | |
| (c) | Except for the transaction described in Item 3 of this Statement, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Shares of the Issuer. | |
| (d) | No person, other than the Reporting Persons, is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares reported in this Statement. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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