SUPPL 1 tm2612192d1_suppl.htm SUPPL

Filed Pursuant to General

Instruction II.L of Form F-10

File No. 333- 287547

PRELIMINARY PROSPECTUS SUPPLEMENT

to the Short Form Base Shelf Prospectus dated May 23, 2025

New Issue

April 20, 2026

NEW FOUND GOLD CORP.

$●

● Common Shares

This prospectus supplement (“Prospectus Supplement”) of New Found Gold Corp. (the “Company” or “New Found Gold”, “we” or “our”), together with the short form base shelf prospectus dated May 23, 2025 (the “Prospectus”), qualifies the distribution (the “Offering”) of ● common shares of the Company (the “Common Shares”) at a price of $● per Common Share (the “Offering Price”). The Offering is being made pursuant to the terms and conditions of an underwriting agreement dated April ●, 2026 (the “Underwriting Agreement”) between the Company, BMO Nesbitt Burns Inc. (“BMO”), SCP Resource Finance LP (together with BMO, the “Lead Underwriters”), as co-lead underwriters and joint book-runners, and ● (collectively with the Lead Underwriters, the “Underwriters”). The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriters with reference to the prevailing market price of the Common Shares and other factors. The Offering is being made concurrently in each of the provinces and territories of Canada, except for Quebec and Nunavut, under the terms of this Prospectus Supplement and the Prospectus. See “Plan of Distribution”.

Price $● per Common Share

Price to the Public

Underwriting Commission⁽¹⁾⁽²⁾

Net Proceeds to the Company ⁽²⁾

Per Common Share

●

Total⁽³⁾

●

Notes:

	(1)	Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a cash fee (the “Underwriting Commission”) representing ●% of the aggregate gross proceeds of the Offering (or $● per Common Share), including any proceeds realized from the sale of any Over-Allotment Shares (as defined herein), subject to a 1% cash commission (or $● per Common Share) payable on sales to members of a president’s list (the “President’s List”) consisting of certain orders, which is to represent a maximum of $21 million of the gross proceeds from the Offering. The total “Price to the Public”, the “Underwriting Commission” and the “Net Proceeds to the Company” (before deducting expenses of the Offering) will be $●, $● and $●, respectively. See “Plan of Distribution”.
	(2)	Assumes no sales to President’s List purchasers under the Offering.
	(3)	The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part in the sole discretion of the Underwriters at any time until the date which is 30 days following the Closing Date (as defined herein), to purchase up to an additional 15% of the Offering, or ● Common Shares (the “Over-Allotment Shares”), at a price of $● per Over-Allotment Share to cover over-allotments, if any, and for market stabilization purposes. In all circumstances, the number of Over-Allotment Shares available to be sold is subject to the maximum amounts allowable under the Prospectus. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, the “Underwriting Commission” and the “Net Proceeds to the Company” (before deducting expenses of the Offering and assuming no sales to President’s List purchasers) will be $●, $●, and $●, respectively. This Prospectus Supplement and the Prospectus also qualify the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option. Any purchaser who acquires Common Shares forming part of the over-allotment position of the Underwriters pursuant to the Over-Allotment Option acquires such securities under this Prospectus Supplement and the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

The following table sets out the maximum number of Over-Allotment Shares that may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option granted to the Underwriters:

Underwriters’ Position		Maximum Size		Exercise Period		Exercise Price
Over-Allotment Option		● Over-Allotment Shares		Up to 30 days from and including the Closing Date		$● per Over-Allotment Share

Unless the context otherwise requires, all references to the “Offering” and “Common Shares” herein includes all Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Common Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to approval of certain legal matters on behalf of the Company by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, with respect to United States legal matters and on behalf of the Underwriters by Borden Ladner Gervais LLP, with respect to Canadian legal matters, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to United States legal matters.

The outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “NFG” and on the NYSE American, LLC (the “NYSE American”) under the symbol “NFGC”. On April 17, 2026, being the last complete trading day prior to the date hereof, the closing price of the Common Shares on the TSXV and NYSE American was $2.96 and US$2.16, respectively.

The Offering is being made concurrently in Canada under the terms of this Prospectus Supplement and in the United States under the terms of the Company’s registration statement (the “U.S. Registration Statement”) on Form F-10 (File No. 333-287547) filed with the United States Securities and Exchange Commission (the “SEC”) of which this Prospectus Supplement forms a part. New Found Gold is permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with the disclosure requirements of Canada which are different from those of the United States. Financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, as a result, such financial statements may not be comparable to financial statements of United States companies.

Purchasers of the Common Shares should be aware that the acquisition of the Common Shares may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States or who are resident in Canada may not be described fully herein. Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian or United States federal income tax laws to their particular circumstances, as well as any other provincial, state, foreign and other tax consequences of acquiring, holding or disposing of the Common Shares and related securities. See “Certain Canadian Federal Income Tax Considerations” and “Material United States Federal Income Tax Considerations for U.S. Holders”.

Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely because New Found Gold is incorporated in British Columbia, Canada, the majority of its officers and directors and some or all of the experts named in this Prospectus Supplement and the Prospectus are Canadian residents, and all of its assets are located outside of the United States. See “Enforceability of Civil Liabilities”.

NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Common Shares sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Common Shares at the Offering Price specified on the cover page, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price set forth on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Common Shares is less than the gross proceeds paid by the Underwriters to the Company. See “Plan of Distribution”.

It is expected that the completion of the sale of the Common Shares pursuant to the Offering will take place on or about ●, 2026 or on such other dates as may be agreed upon by the Company and the Underwriters (the “Closing Date”). The Common Shares are expected to be issued in registered or electronic form with CDS Clearing and Depository Services Inc. (“CDS”) on the Closing Date. Purchasers will only receive a customary confirmation from the registered dealer from or through which the Common Shares are purchased and who is a CDS participant. See “Plan of Distribution”.

An investment in the Common Shares is highly speculative and involves significant risks that you should consider before purchasing such Common Shares. You should carefully review the “Risk Factors” section of this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein as well as the information under the heading “Cautionary Note Regarding Forward-Looking Statements”.

The Company’s head and registered office is located at 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada.

All references in this Prospectus Supplement to “dollars”, “C$” or “$” are to Canadian dollars, unless otherwise stated. References to “US$” or “U.S. $” are to United States dollars.

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Prospectus. Neither the Company nor the Underwriters have authorized anyone to provide prospective investors with different or additional information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus Supplement or the Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Common Shares. Neither the Company nor the Underwriters are making an offer to sell or seeking an offer to buy the Common Shares in any jurisdiction where such offer is not permitted. A prospective investor should assume that the information appearing in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus Supplement.

iii

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT	S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-1
CAUTIONARY NOTE TO UNITED STATES INVESTORS	S-4
CURRENCY AND EXCHANGE RATE INFORMATION	S-5
DOCUMENTS INCORPORATED BY REFERENCE	S-5
MARKETING MATERIALS	S-6
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT	S-7
THE COMPANY	S-7
RISK FACTORS	S-8
CONSOLIDATED CAPITALIZATION	S-11
USE OF PROCEEDS	S-11
PRIOR SALES	S-13
PRICE RANGE AND TRADING VOLUME	S-17
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS	S-22
PLAN OF DISTRIBUTION	S-26
DESCRIPTION OF SECURITIES BEING DISTRIBUTED	S-28
DIVIDEND POLICY	S-29
AGENT FOR SERVICE OF PROCESS	S-29
LEGAL MATTERS	S-29
AUDITORS, TRANSFER AGENT AND REGISTRAR	S-29
INTEREST OF EXPERTS	S-29
ENFORCEABILITY OF CIVIL LIABILITIES	S-30

PROSPECTUS

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS	2
CAUTIONARY NOTE TO UNITED STATES INVESTORS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
DOCUMENTS INCORPORATED BY REFERENCE	6
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	7
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	7
THE COMPANY	9
RISK FACTORS	36
USE OF PROCEEDS	50
CONSOLIDATED CAPITALIZATION	51
PRIOR SALES	51
TRADING PRICE AND VOLUME	51
EARNINGS COVERAGE	51
DESCRIPTION OF SHARE CAPITAL	51
DESCRIPTION OF DEBT SECURITIES	52
DESCRIPTION OF WARRANTS	57
DESCRIPTION OF UNITS	59
DESCRIPTION OF SUBSCRIPTION RECEIPTS	59
DESCRIPTION OF SHARE PURCHASE CONTRACTS	61
SELLING SECURITYHOLDERS	62
PLAN OF DISTRIBUTION	63
CERTAIN INCOME TAX CONSIDERATIONS	63
LEGAL MATTERS	64
AUDITORS, TRANSFER AGENT AND REGISTRAR	64
AGENT FOR SERVICE OF PROCESS	64
INTEREST OF EXPERTS	64
WHERE YOU CAN FIND MORE INFORMATION	65
ENFORCEABILITY OF CIVIL LIABILITIES	65
EXEMPTION FROM NI 44-101	65

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Common Shares being offered and also adds to and updates information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Common Shares being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

We have also filed this Prospectus Supplement to the Prospectus with the securities regulatory authorities in each of the provinces and territories of Canada. You should read this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein. The securities qualified under this Prospectus Supplement may be offered and sold in each of the provinces and territories of Canada, except Quebec and Nunavut, subject to any applicable securities laws.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus. The Company and the Underwriters have not authorized anyone to provide investors with different or additional information. Neither the Company nor the Underwriters are making an offer to sell or seeking an offer to buy the Common Shares in any jurisdiction where such offer or sale is not permitted. An investor should assume that the information appearing in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Company’s business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information, and it does not make any representation as to the accuracy of such information.

The Company’s annual financial statements, and Maritime Resources Corp.’s (“Maritime”) financial statements incorporated into our Business Acquisition Report (as defined below), that are incorporated by reference into this Prospectus Supplement and the Prospectus have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board and the Company’s annual financial statements are audited in accordance with the standards of the Public Company Accounting Oversight Board. The unaudited interim condensed consolidated financial statements of Maritime incorporated into our Business Acquisition Report, incorporated by reference into this Prospectus Supplement and the Prospectus have been prepared in accordance with IFRS. This Prospectus Supplement and the Prospectus are part of the Company’s U.S. Registration Statement. Certain information from the Prospectus Supplement and the Prospectus has been omitted from the U.S. Registration Statement in accordance with the rules and regulations of the SEC. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to the Company and the Common Shares.

Unless otherwise indicated, all information in this Prospectus Supplement assumes no exercise of the Over-Allotment Option.

In this Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “New Found Gold” or the “Company”, refer to New Found Gold Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein concerning the business, operations and financial performance and condition of New Found Gold constitutes “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable U.S. securities laws.

S-1

Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this Prospectus Supplement, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), business prospects, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Prospectus Supplement and the Prospectus.

Forward-looking statements included or incorporated by reference in this Prospectus Supplement and the Prospectus include, without limitation:

	·	expected timing and completion of the Offering;
	·	approval to list the Common Shares on the TSXV and NYSE American;
	·	statements related to the Credit Facility (as defined below), including funds being advanced pursuant to Tranche 1 and Tranche 2 (each, as defined below) under the Credit Facility, issuance of warrants in Tranche 1 and Tranche 2 under the Credit Facility, approval by the TSXV and authorization of the NYSE American of the warrants, and the use of proceeds of the Credit Facility;
	·	the amount and proposed use of proceeds of the Offering;
	·	business objectives and anticipated milestones;
	·	the plan of distribution of the Common Shares;
	·	expectations regarding the Company’s ability to raise capital and its uses;
	·	statements related to the Queensway Gold Project and Hammerdown Gold Project (each, as defined herein) and the Company’s planned and future activities and exploration on the Queensway Gold Project, the Hammerdown Gold Project and its other mineral properties;
	·	the Company’s goals regarding exploration and potential development of its projects;
	·	the Company’s future business plans;
	·	expectations regarding the ability to raise further capital;
	·	the Company’s Mineral Resource estimates (within the meaning of NI 43-101 (as defined herein));
	·	the market price of gold;
	·	expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations;
	·	the ability to retain and/or maintain any required permits, licenses or other necessary approvals for the exploration or development of the Company’s mineral properties;
	·	government regulation of mineral exploration and development operations in the Province of Newfoundland and Labrador;
	·	the Company’s compensation policy and practices; and
	·	the Company’s expected reliance on key management personnel, advisors and consultants.

These forward-looking statements involve numerous risks and uncertainties and other factors which may cause the actual results, performance or achievements of New Found Gold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Important factors that may cause actual results to vary include without limitation:

	·	risks related to the Company’s use of proceeds under the Offering;
	·	future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power and reduce our earnings per share;
	·	the Common Shares are subject to various factors that have made share prices volatile;
	·	the market price of the Common Shares could decline;
	·	the Company has never paid, and does not currently anticipate paying, dividends;
	·	no assurance of an active or liquid market of the Common Shares;
	·	the Company may fail to find a commercially viable deposit at any of its mineral properties;
	·	the Company’s mineral resource estimates may not be reliable, or the Company may encounter unexpected or challenging geological, hydrological or mining conditions;
	·	the Company’s mineral resources are estimates and there is no assurance that anticipated tonnages, grades or recovery levels will be achieved;

S-2

	·	the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties, including incomplete or inaccurate records of historical underground workings that may result in unrecognized mined-out areas or voids;
	·	mineral exploration and development are inherently risky;
	·	the mineral exploration industry is intensely competitive;
	·	the Company’s operations will be subject to all of the hazards and risks normally encountered in the exploration and development of minerals;
	·	additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company;
	·	the Company has entered into a credit agreement for a loan facility, which may limit the Company’s financial flexibility and subject the Company to a risk of default;
	·	the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business;
	·	the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations;
	·	the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted;
	·	the Company’s limited operating history;
	·	the Company has no history of commercial production;
	·	there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned;
	·	the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company;
	·	the volatility of global capital markets over the past several years has generally made the raising of capital more difficult;
	·	the potential impact of any tariffs, countervailing duties or other trade restrictions;
	·	the Company may be negatively affected by economic and other consequences from the conflicts in Ukraine, Iran and Gaza, and the global response to such conflicts;
	·	inflationary cost pressures may escalate the Company’s operating costs;
	·	compliance with environmental regulations can be costly;
	·	social and environmental activism can negatively impact exploration, development and mining activities;
	·	the success of the Company is largely dependent on the performance of its directors and officers;
	·	the Company’s operations may be adversely affected by First Nations land claims;
	·	the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business;
	·	the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company;
	·	the Company’s future profitability may depend upon the world market prices of gold;
	·	risks related to uninsured or partially insured losses;
	·	risks related to compliance with securities laws and listing requirements;
	·	the Company has no history of earnings;
	·	the Company’s financial statements have been prepared assuming the Company will continue as a going-concern;
	·	the Company is subject to changing rules and regulations promulgated by a number of U.S. and Canadian governmental and self-regulated organizations;
	·	the Company may acquire mineral claims and companies;
	·	the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company;
	·	failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business;
	·	the Company is subject to various risks associated with climate change;
	·	the Company is subject to various risks associated to information technology systems;
	·	the Company’s securities carry a high degree of risk;
	·	sales by the Company’s existing shareholders could reduce the price of Common Shares;
	·	the price of Common Shares may not represent the Company’s performance;
	·	the trading market for the Common Shares could be influenced by securities analysts;
	·	the Company’s securities may experience substantial volatility;
	·	dilution from future equity financing could negatively impact holders of the Company’s securities;
	·	the Company has not paid any dividends on the Common Shares;
	·	the Company may delist from the TSXV and/or the NYSE American;

S-3

	·	the Company may fail to maintain adequate internal control over financial reporting pursuant to the requirements of Sarbanes-Oxley Act;
	·	the Company may be a PFIC (as defined herein), which may have adverse U.S. federal income tax consequences for U.S. investors;

United States investors may not be able to obtain enforcement of civil liabilities against the Company;

the unaudited pro forma financial information included in the Business Acquisition Report may not be indicative of the results of operations or financial position of the combined company; and

the Company’s indebtedness and grant of security interests in certain of our assets could adversely affect the Company’s business,

as well as those factors referred to in the “Risk Factors” section of the Prospectus, this Prospectus Supplement, and in the documents incorporated by reference, including the AIF (as defined herein).

In making the forward-looking statements in this Prospectus Supplement and the Prospectus, New Found Gold has applied several material assumptions, including without limitation, the assumptions that:

	·	the Mineral Resource estimates and the assumptions upon which they are based are reliable;
	·	the ability to raise any necessary additional capital on reasonable terms to advance exploration and development of the Company’s mineral properties;
	·	future prices of gold and other metal prices;
	·	the timing and results of exploration and drilling programs;
	·	the demand for, and price of gold;
	·	that general business and economic conditions will not change in a material adverse manner;
	·	the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;
	·	the geology of the Queensway Gold Project as described in the Queensway Technical Report (as such term is defined herein);
	·	the geology of the Hammerdown Gold Project as described in the Hammerdown Technical Report (as such term is defined herein);
	·	the accuracy of budgeted exploration and development costs and expenditures;
	·	future currency exchange rates and interest rates;
	·	operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner;
	·	the Company’s ability to attract and retain skilled personnel;
	·	political and regulatory stability;
	·	the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms;
	·	obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws;
	·	sustained labour stability;
	·	stability in financial and capital goods markets;
	·	availability of equipment; and
	·	the ability of the Company to fulfill the requirements of the TSXV and the NYSE American in connection with the listing of the Common Shares.

Certain of the risks and assumptions are described in more detail under the heading “Risk Factors” in this Prospectus Supplement and the Prospectus and in the AIF under New Found Gold’s profile on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) website at www.sedarplus.ca and on the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”) at www.sec.gov.

The forward-looking statements contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein are based on the beliefs, expectations and opinions of management as of the date hereof. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers and investors should not place undue reliance on forward-looking statements. New Found Gold does not intend to update forward-looking statements, except as required by law.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement, including the documents incorporated by reference herein, in accordance with the requirements of Canadian securities law, which differ from the requirements of United States securities laws. Financial statements included or incorporated by reference herein have been prepared in accordance with IFRS and thus may not be comparable to financial statements of United States companies.

S-4

Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimates included in this Prospectus Supplement, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this Prospectus Supplement is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

CURRENCY AND EXCHANGE RATE INFORMATION

Except as otherwise noted in our AIF and our financial statements and related management’s discussion and analysis of financial condition and results of operations that are incorporated by reference into this Prospectus Supplement and the accompanying Prospectus, the financial information contained in such documents is expressed in Canadian dollars. Exchange rates between U.S. dollars and the Canadian dollar are included below.

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Prospectus Supplement and the accompanying Prospectus refer to Canadian dollars. References to “US$”, “U.S.$” or “U.S. dollars” in this Prospectus Supplement and the accompanying Prospectus refer to United States dollars.

The period end, average, high and low exchange rates for the U.S. dollar in terms of Canadian dollars for each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:

	Year Ended December 31
	2025		2024		2023
Period End	$	1.3706	$	1.4389	$	1.3226
Average	$	1.3978	$	1.3698	$	1.3497
High	$	1.4603	$	1.4416	$	1.3875
Low	$	1.3558	$	1.3316	$	1.3128

On April 17, 2026, the daily average exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.3671.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Prospectus solely for the purpose of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the Prospectus and not delivered with this Prospectus Supplement may be obtained on request without charge from the Corporate Secretary of New Found Gold Corp., 20 Adelaide Street East Suite 603, Toronto, Ontario M5C 2T6, Canada (Telephone (416) 910-4653) (Attn: Corporate Secretary) or by accessing the disclosure documents through SEDAR+, at www.sedarplus.ca. Documents filed with, or furnished to, the SEC are available through EDGAR, at www.sec.gov. Our filings through SEDAR+ and EDGAR are not incorporated by reference in this Prospectus Supplement and the Prospectus except as specifically set forth herein.

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Prospectus:

	·	our annual information form for the year ended December 31, 2025 dated March 25, 2026 (the “AIF”);
	·	our audited annual financial statements as of and for the years ended December 31, 2025 and 2024, comprised of the consolidated statements of financial position as of December 31, 2025 and December 31, 2024 and the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years then ended, and the related notes, and the Report of Independent Registered Public Accounting Firm, dated March 25, 2026 (the “Annual Financial Statements”);

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	·	our management’s discussion and analysis of the results and financial condition of the Company for the years ended December 31, 2025 and 2024, dated March 25, 2026 (the “Annual MD&A”);
	·	our statement of executive compensation for the year ended December 31, 2024, dated May 12, 2025;
	·	the management information circular dated July 8, 2025 with respect to the annual general and special meeting of our shareholders held on August 20, 2025, filed on July 10, 2025;
	·	the business acquisition report of the Company dated November 13, 2025 (the “Business Acquisition Report”) relating to the Arrangement (as defined below); and
	·	the template version of the term sheet dated April 20, 2026, filed on SEDAR+ in connection with the Offering (the “Term Sheet”).

Any document of the type referred to in the preceding paragraphs (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions that is filed by the Company with a securities commission after the date of this Prospectus Supplement and prior to the termination of the Offering under this Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus Supplement.

In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement is included in any report on Form 6-K, Form 40-F or Form 20-F (or any respective successor form) that is filed with or furnished to the SEC after the date of this Prospectus Supplement, such document or information shall be deemed to be incorporated by reference as an exhibit to the U.S. Registration Statement of which this Prospectus Supplement forms a part (in the case of a report on Form 6-K, only if and to the extent expressly provided for therein). In addition, the Company may incorporate by reference into this Prospectus Supplement, or the U.S. Registration Statement of which it forms a part, other information from documents that the Company will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, if and to the extent expressly provided therein.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated or deemed to be incorporated herein by reference.

Any statement contained in this Prospectus Supplement, the Prospectus or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Prospectus modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this Prospectus Supplement, except as so modified or superseded. Without limiting the foregoing, each document incorporated by reference into the Prospectus prior to the date hereof shall be deemed to have been superseded in its entirety unless such document is also listed above as being incorporated by reference into this Prospectus Supplement.

References to the Company’s website or any other website in this Prospectus Supplement, the accompanying Prospectus or any documents that are incorporated by reference into this Prospectus Supplement or the Prospectus do not incorporate by reference the information on such website(s) into this Prospectus Supplement or the Prospectus, and the Company disclaims any such incorporation by reference.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements), including the Term Sheet, that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus Supplement or Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in the Prospectus Supplement. Any template version of any marketing materials filed on SEDAR+ at www.sedarplus.ca after the date of this Prospectus Supplement but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the Prospectus.

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DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the U.S. Registration Statement of which this Prospectus Supplement forms a part: (i) the documents listed under the heading “Documents Incorporated by Reference” in the Prospectus and the Prospectus Supplement; (ii) powers of attorney from our directors and officers, as applicable; (iii) the consent of KPMG LLP; (iv) the consent of Davidson & Company LLP; (v) the consent of each expert listed in the exhibit index of the registration statement; (vi) the form of debt indenture; and (vii) the Underwriting Agreement.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this Prospectus Supplement. This description does not contain all of the information about us and our properties and business that you should consider before investing in any securities. You should carefully read the Prospectus Supplement and the Prospectus, including the section titled “Risk Factors”, as well as the documents incorporated by reference into this Prospectus Supplement and the Prospectus, before making an investment decision.

Name, Address and Incorporation

New Found Gold was incorporated under the Business Corporations Act (Ontario) as Palisade Resources Corp. on January 6, 2016. By articles of amendment effective June 20, 2017, the Company’s name was changed to New Found Gold Corp.

On June 23, 2020, the Company continued into British Columbia under the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). The Company’s head and registered office is located at 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada.

Effective November 13, 2025, New Found Gold acquired all of the issued and outstanding shares of Maritime, a company incorporated under the laws of British Columbia, that it did not already own by way of a statutory plan of arrangement pursuant to Division 5 of Part 9 of the BCBCA, whereby Maritime became its fully owned subsidiary (the “Arrangement”).

New Found Gold is a reporting issuer in each of the provinces and territories of Canada. The Common Shares are listed on the TSXV and NYSE American.

Business of the Company

New Found Gold is an emerging Canadian gold producer with assets in the Province of Newfoundland and Labrador. The Company’s exploration is focused on discovering and delineating gold resources. The Company has two material properties. The first is the Company’s flagship Queensway Gold Project located on the island of Newfoundland, Canada (the “Queensway Gold Project”, or the “Queensway Property”). On March 24, 2025, New Found Gold announced an initial mineral resource estimate (“MRE”) and on July 21, 2025, the Company issued a preliminary economic assessment (“PEA”) for the Queensway Gold Project. At present, the Queensway Gold Project does not have any known mineral reserves. The second is the Hammerdown Gold Project located on the island of Newfoundland, Canada (the “Hammerdown Gold Project”, consisting of the Hammerdown Property and the Pine Cove Property), which was acquired through the acquisition of Maritime. The Queensway Gold Project and the Hammerdown Gold Project are collectively referred to herein as the “Properties”. On February 26, 2026, New Found Gold announced the results of an updated PEA and updated MRE for the Hammerdown Gold Project. At present, the Hammerdown Gold Project does not have any known mineral reserves. The Hammerdown deposit on the Hammerdown Property had its first pour in November 2025 and is currently advancing to commercial production.

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Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired mineral properties with sufficient merit to warrant exploration; (ii) raised funds to progress the Company’s exploration activities on its mineral properties, as described herein; (iii) completed technical reports on the Queensway Gold Project, including the technical report titled “NI 43-101 Technical Report for the Queensway Gold Project, Newfoundland and Labrador, Canada”, filed on September 2, 2025 and with an effective date of June 30, 2025, prepared by SLR Consulting (Canada) Ltd. (“SLR Consulting”), Stantec Consulting Limited (“Stantec”), Pierre Landry, P.Geo., Lance Engelbrecht, P.Eng., David M. Robson, P.Eng. and Sheldon H. Smith, P.Geo. in compliance with National Instrument 43-101– Standards of Disclosure of Mineral Projects (“NI 43-101”) (the “Queensway Technical Report”); (iv) completed a technical report on the Hammerdown Gold Project titled “Hammerdown Gold Project, Preliminary Economic Assessment Technical Report, Newfoundland & Labrador, Canada”, filed on March 17, 2026, with an effective date of February 18, 2026, prepared by WSP Canada Inc. (“WSP”), Stephen Coates, P.Eng., Christian Beaulieu, P.Geo., Michael Levy, P.Eng., Chafana Hamed Sako, P.Geo., James Guiraud, P.Geo., Stacy J. Freudigmann, P.Eng., Sheldon H. Smith, P.Geo., J. Alex Mcintyre, P.Eng., Neil J. Lincoln, P.Eng., Dachun (David) Jin, P.Eng., William Richard McBride, P.Eng. in compliance with NI 43-101 (the “Hammerdown Technical Report”); (v) undertaken exploration programs, including a 74,000 m diamond drill program and continued stripping of overburden to expose bedrock in targeted areas of the Queensway Property; and (vi) retained directors, officers and employees with the skills required to successfully operate a public mineral development and exploration company.

Further information regarding the business of the Company or its operations and its mineral properties can be found in the AIF, Annual Financial Statements and Annual MD&A and the other documents incorporated by reference into this Prospectus Supplement and the Prospectus available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. See “Documents Incorporated by Reference”.

Recent Developments

On April 20, 2026, the Company announced that it entered into a $105M senior secured credit facility (the “Credit Facility”) with Edgepoint Investment Group Inc (“EdgePoint”).

The Company will not be proceeding with the secured loan facility and warrants issuance contemplated in the non-binding term sheet with Nebari Natural Resources Credit Fund II, LP, as announced on March 5, 2026.

Pursuant to the Credit Facility, the funds will be advanced in two tranches: $70,000,000 (“Tranche 1”) to be funded upon delivery of the security package and the satisfaction of certain other conditions precedent and an additional $35,000,000 (“Tranche 2”) to be funded no later than 12 months after closing at the discretion of the Company. Both tranches will be subject to an establishment fee of 1% payable upon the advance of funds. Loans under the Credit Facility will bear interest at a fixed annual rate of 8.75% payable quarterly in arrears and will have a term of 3 years. The funds to be advanced reflect principal amounts subject to an original issue discount of 2.00%.

In connection with the Credit Facility and subject to the approval of the TSXV and the authorization of the NYSE American, the Company will issue to EdgePoint non-transferable warrants for the purchase of Common Shares (the “Credit Facility Warrants”). Each warrant entitles the holder to purchase one Common Share. The warrants to be issued on the funding of Tranche 1 will have an aggregate value of US$6,000,000 and be exercisable for an aggregate of 2,489,818 Common Shares at an exercise price of $3.30 per Common Share. The warrants to be issued on the funding of Tranche 2 will have an aggregate value of US$3,000,000 and be exercisable for Common Shares at an exercise price equal to a 25% premium to the closing price of the Common Shares on the TSXV immediately preceding the date of funding under Tranche 2. The warrants will be exercisable for a period of 3 years subject to customary adjustment provisions.

All direct and indirect subsidiaries of the Company will guarantee the Credit Facility. The Company and such guarantors will secure the Credit Facility with first-lien security interests over all of their present and after-acquired real and personal property.

The proceeds of the Credit Facility will be used for general corporate and working capital purposes of the Company and its subsidiaries, including financing for the development of the Queensway Gold Project and the ramp up of the Hammerdown Gold Project.

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of its development. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business, property or financial results, each of which could cause purchasers of our securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. In addition to the other information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein, you should carefully consider the risks described below, as well as the risks described under the “Risk Factors” section of the Prospectus and the AIF before purchasing the Common Shares.

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Risks Related to Our Securities

Use of Proceeds

While information regarding the use of proceeds from the sale of the Common Shares is described under the heading “Use of Proceeds”, management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. The Company has identified certain forward-looking plans and objectives for the proceeds, including those listed under the heading “Business Objectives and Milestones”, but the Company’s ability to achieve such plans and objectives could change as a result of a number of internal and external factors, such as the results of continued development activities on the Company’s properties. Management may use the proceeds of the Offering in ways that an investor may not consider desirable. The results and effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power and reduce our earnings per share

Shareholders of the Company will incur immediate dilution as a result of the Offering. The Company will also, in connection with the Credit Facility and subject to the approval of the TSXV and the authorization of the NYSE American, issue Credit Facility Warrants to EdgePoint. See “Consolidated Capitalization”. The Company may also sell additional equity securities (including through the sale of securities convertible into Common Shares) and may issue additional debt or equity securities to finance our operations, exploration, development, acquisitions or other projects. We are authorized to issue an unlimited number of Common Shares. We cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.

Our Common Shares are subject to various factors that have made share prices volatile

The Common Shares are listed on the TSXV and NYSE American. Securities of mineral exploration and development companies have experienced substantial volatility in the past, often based on factors unrelated to the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Common Shares is also likely to be significantly affected by short-term changes in gold or other mineral prices or in the Company’s financial condition or results of operations. Other factors unrelated to the Company’s performance that may affect the price of the Common Shares include the following: the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the Common Shares may affect an investor’s ability to trade significant numbers of Common Shares; the size of the Company’s public float may limit the ability of some institutions to invest in the Common Shares; and a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. New Found Gold may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The market price of the Common Shares is affected by many other variables which are not directly related to the Company’s success and are, therefore, not within New Found Gold’s control. These include other developments that affect the market for all resource sector securities, the breadth of the public market for the Company’s Common Shares and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Common Shares is expected to make the price of the Common Shares volatile in the future, which may result in losses to investors.

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The market price of the Common Shares could decline as a result of future issuances or sales of the Company’s securities, which could result in insufficient liquidity

The market price of the Common Shares could decline as a result of issuances of securities by the Company or sales by its existing shareholders of Common Shares in the market, or the perception that these sales could occur. The issuance of Common Shares upon the exercise of the Company’s outstanding stock options or the vesting of the Company’s outstanding share units may also reduce the market price of the Common Shares. Additional Common Shares, stock options and share units may be issued in the future. A decrease in the market price of the Common Shares could adversely affect the liquidity of the Common Shares on the TSXV and NYSE American. The Company’s shareholders may be unable, as a result, to sell significant quantities of the Common Shares into the public trading markets. The Company may not, as a result, have sufficient liquidity to meet the continued listing requirements of the TSXV and the NYSE American. Sales of the Common Shares by shareholders might also make it more difficult for the Company to sell equity or debt securities at a time and price that it deems appropriate, which may have a material adverse effect on the Company’s business, financial conditions and results of operations.

The Company may be a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. investors

The Company may be a “passive foreign investment company” (“PFIC”), which may have adverse U.S. federal income tax consequences for U.S. investors. U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that we are classified as a PFIC. The determination of whether we are a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of our income, expenses and assets from time to time and the nature of the activities performed by our officers and employees. We believe we were a PFIC for 2025, and we may be treated as a PFIC in 2026 and subsequent years. Prospective investors should carefully read the tax discussion below under the heading “Material United States Federal Income Tax Considerations for U.S. Holders” for more information and consult their own tax advisors regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that may mitigate certain possible adverse U.S. federal income tax consequences that may result in an inclusion in gross income without receipt of such income.

The Company has never paid, and does not currently anticipate paying, dividends

To date, the Company has not paid any dividends on the outstanding Common Shares. Any decision to pay dividends on the Common Shares of the Company will be made by the board of directors of the Company (“Board”) on the basis of the Company’s earnings, financial requirements and other conditions.

No assurance of active or liquid market

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates and the markets for similar securities, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

Investors may lose their entire investment

An investment in the Common Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

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The Company, its directors and officers are located outside of the United States, which makes it difficult for U.S. litigants to effect service of process, or enforce, any judgments obtained against the Company or its officers or directors

The Company and a majority of the Company’s directors and officers and the experts named in this Prospectus Supplement are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and all of the Company’s assets are, located outside the United States. As a result, it may be difficult for U.S. litigants to effect service of process or enforce any judgments obtained against the Company or its officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against the Company or its directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against the Company or its directors and officers predicated upon the securities laws of the United States or any state thereof.

The unaudited pro forma financial information included or incorporated by reference into this Prospectus Supplement and the Prospectus is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the Arrangement.

This Prospectus Supplement and the Prospectus includes and incorporates by reference certain pro forma financial information. This pro forma financial information has been prepared using the consolidated historical financial statements of New Found Gold and Maritime, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the Arrangement. In addition, the pro forma financial information included and incorporated by reference in this Prospectus Supplement and the Prospectus is based in part on certain assumptions regarding the combined company after the Arrangement. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the Arrangement. Accordingly, the pro forma financial information does not necessarily represent what would have been the combined company’s results of operations and financial condition had Maritime and New Found Gold operated as a combined entity during the periods presented, or the combined company’s results of operations and financial condition following completion of the Arrangement. In addition, the combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

The Company’s indebtedness and grant of security interests in certain of our assets could adversely affect the Company’s business.

The Company has incurred indebtedness and may incur further indebtedness from time to time, which may be secured, including with respect to the Credit Facility. Certain of the Company’s mineral properties are in the exploration stage and the Company may not have sufficient sources of revenue from which to pay indebtedness until it commences production. If the Company is unable to pay existing or future indebtedness when due, the holders will have rights against the Company, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest. Any failure to timely meet the Company’s obligations under these instruments may adversely affect the Company’s assets, results of operations and future prospects.

CONSOLIDATED CAPITALIZATION

Since December 31, 2025, the date of our financial statements for the most recently completed financial period, there have been no material changes in our consolidated share and debt capital other than as outlined under “Prior Sales”. For information on the issuance of Common Shares pursuant to the exercise of stock options (“Options”) pursuant to our incentive stock option plan and the settlement of restricted share units (“RSUs”), deferred share units, and performance share units pursuant to our share unit plan, see “Prior Sales”.

The following table shows the consolidated capitalization of the Company as at the date of the annual financial statements for the year ended December 31, 2025, and as at such date on an adjusted basis after giving effect to the Offering and Credit Facility. The table should be read in conjunction with the annual financial statements for the year ended December 31, 2025 and management’s discussion and analysis for the year ended December 31, 2025, which are incorporated by reference in this Prospectus as well as the other disclosure contained in this Prospectus, including the risk factors described under the heading “Risk Factors” in this Prospectus and in the AIF.

	As at December 31, 2025 ⁽¹⁾		As at December 31, 2025 (after giving effect to the Offering)		As at December 31, 2025 (after giving effect to the Offering, assuming full exercise of the Over-Allotment Option)		As at December 31, 2025 (after giving effect to the Offering and the Credit Facility)⁽⁴⁾		As at December 31, 2025 (after giving effect to the Offering, assuming full exercise of the Over-Allotment Option and the Credit Facility)⁽⁴⁾
Common Shares		342,329,665		●		●		●		●
Cash and cash equivalents⁽²⁾⁽³⁾	$	58,838,699	$	●	$	●	$	●	$	●
Total Liabilities	$	117,032,395	$	●	$	●	$	●	$	●
Total Capitalization	$	536,129,650	$	●	$	●	$	●	$	●

Notes:

	(1)	These figures have been derived from the annual financial statements for the year ended December 31, 2025.
	(2)	After deduction of Underwriting Commission and estimated expenses of the Offering.
	(3)	The above calculations assume no sales to President’s List purchasers under the Offering.

(4)	In addition, the Company will issue the Credit Facility Warrants to EdgePoint in accordance with the Credit Facility.

USE OF PROCEEDS

The net proceeds to the Company from the Offering will be approximately $● (or approximately $● if the Over-Allotment Option is exercised in full), after deducting payment of the Underwriting Commission in the amount of $● (or $● if the Over-Allotment Option is exercised in full) and the estimated expenses of the Offering of $● by the Company from its general funds. The above calculations assume no sales to President’s List purchasers under the Offering.

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The Company currently intends to use the net proceeds of the Offering as follows:

Principal Purpose			Approximate use of Proceeds ($)
Queensway Gold Project capital expenditures – engineering, early works and deposits on long lead items			●
Queensway Gold Project capital expenditures – permitting, sustainability, site admin			●
Corporate G&A, working capital			●
Total uses			●

In addition, the net proceeds to the Company from the Credit Facility are anticipated to be approximately $●. The Company currently intends to use the net proceeds of the Credit Facility for general corporate and working capital purposes of the Company and its subsidiaries, including financing for the development of the Queensway Gold Project and the ramp up of the Hammerdown Gold Project.

Although the Company intends to use the proceeds from the Offering as set forth above, the actual allocation of the proceeds may vary depending on the advancement of the Queensway Gold Project, the Hammerdown Gold Project, or unforeseen events, including those listed under “Risk Factors” in this Prospectus Supplement, the Prospectus and the AIF.

Business Objectives and Milestones

The net proceeds of the Offering and the Credit Facility and current cash on hand will allow the Company to further advance its Queensway Gold Project, and will be sufficient to complete the business objectives and milestones detailed below.

The main business objectives the Company intends to accomplish with the net proceeds of the Offering (assuming the Over-Allotment Option is not exercised) are:

Queensway Gold Project capital expenditures – engineering, early works and deposits on long lead items.

Queensway Gold Project capital expenditures – permitting, sustainability, site admin.

Corporate G&A, working capital.

If the Over-Allotment Option is exercised, the Company anticipates the funds intended to be spent on exploration, corporate general and administrative, and others.

The Company expects to complete these main business objectives during the next 24-month period. No significant event needs to occur for the Company to achieve these business objectives, although the objectives are dependent on the amount of proceeds raised, the time periods in which the proceeds are raised and are subject to the risks and uncertainties described in this Prospectus Supplement and the Prospectus.

Keith Boyle, P.Eng., is the “qualified person”, within the meaning of NI 43-101, who has reviewed and confirmed that the above-noted use of net proceeds allocation is reasonable.

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PRIOR SALES

The following table summarizes the issuances by New Found Gold of Common Shares within the 12 months prior to the date of this Prospectus Supplement:

Issue Date	Type of Security	Number Issued		Issue Price
May 6, 2025⁽¹⁾	Common Shares		50,000	$	1.075
June 3, 2025⁽²⁾	Common Shares		15,265,000	$	2.29
June 3, 2025⁽²⁾	Common Shares		4,370,000	$	1.63
June 12, 2025⁽³⁾	Common Shares		9,345,000	$	2.29
July 24, 2025⁽¹⁾	Common Shares		1,000,000	$	1.40
August 27, 2025⁽⁴⁾	Common Shares		12,269,939	$	1.63
August 28, 2025⁽¹⁾	Common Shares		10,000	$	2.07
September 2, 2025⁽¹⁾	Common Shares		10,000	$	2.07
September 29, 2025⁽¹⁾	Common Shares		9,329	$	2.15
October 31, 2025⁽⁵⁾	Common Shares		89,463	$	2.92
November 13, 2025⁽⁶⁾	Common Shares		94,254,209		N/A
November 26, 2025⁽⁷⁾	Common Shares		1,085,003	$	4.27
December 5, 2025⁽⁸⁾	Common Shares		2,821,556		N/A
December 8, 2025⁽⁹⁾	Common Shares		15,000	$	0.67
December 8, 2025⁽⁹⁾	Common Shares		15,000	$	0.80
December 12, 2025⁽¹⁰⁾	Common Shares		262,376	$	1.00
December 12, 2025⁽¹¹⁾	Common Shares		101,250	$	1.03
December 16, 2025⁽⁹⁾	Common Shares		26,250	$	2.40
December 16, 2025⁽⁹⁾	Common Shares		80,940	$	1.47
December 16, 2025⁽⁹⁾	Common Shares		80,940	$	1.47
December 16, 2025⁽⁹⁾	Common Shares		22,500	$	0.80

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SEC Form SUPPL filed by New Found Gold Corp