Newfoundland Discovery to Acquire District-Scale Ganda Gold-Rare Earth Project in Angola, Western Africa

Newfoundland Discovery Corp. (CSE: NEWD) (OTC Pink: NEWDF) is pleased to announce that it has entered into a definitive share exchange agreement to acquire 100% of Orenoxe Holdings Corp., which holds the right to acquire, by staged earn-in, up to a 70% interest in GOLDANGO - Mineração, Lda., with an option to increase its interest to 90%. GOLDANGO holds the 786 km² Ganda gold-rare earth concession in Benguela Province, Angola. The Ganda Project is a district-scale entry with 786 km² of prospective ground spanning three provinces in one of Africa's last under-explored gold and critical-minerals frontiers, with an application to convert to an Exploitation Licence already filed. The licence captures gold as the primary target, with rare earth element, copper and base-metal rights contractually secured. Two-thirds of a greenfield program has already been done, including full-concession airborne magnetics, radiometrics and ASTER hyperspectral coverage completed, together with a 2022 field campaign that confirmed gold and REE indicator mineralogy and identified 105 favourability targets across the concession. Widespread near-surface gold evidence includes six years of satellite imagery (2019-2025) documenting rapidly expanding artisanal surface workings across multiple corridors of the concession, with mapped workings on both flanks of a central ridge. The Ganda Project lies approximately 60 km from Pensana Plc's Longonjo NdPr project. Performance-based consideration includes 9,100,000 of the 19,000,000 consideration shares, approximately 48%, issuable only upon US$1,000,000 of exploration expenditures being incurred on the Property, and lapse if that expenditure is not completed within 24 months of closing; all consideration shares are subject to staged contractual lock-ups of up to 24 months. The Company's Stage 1 exploration program of US$1,000,000 over 15 months is underway under the earn-in, vesting a 51% interest in the licence holder, increasing to 70% at US$2,000,000 and up to 90% under a buyout option. Mr. Jeremy Prinsen, President and CEO of Newfoundland Discovery, commented: "Ganda is the kind of asset a junior rarely gets a clean run at - nearly eight hundred square kilometres of gold, rare earth elements and copper minerals potential ground, already flown airborne magnetics, already field-validated, in a jurisdiction that has just proven it can permit and build a rare earth mine. The artisanal miners found the smoke years ago; our program goes after the fire. We have structured this transaction so the vendors win when our shareholders win - most of their paper only issues once a million dollars of exploration is in the ground." Under the Agreement, NEWD will acquire 100% of the issued shares of Orenoxe from its seven shareholders in consideration for US$220,000 in cash paid at or before closing toward Orenoxe's payment obligations under its definitive agreements with GOLDANGO; US$140,000 paid in kwanza in respect of the Exploitation Licence fees; and deferred cash payments totalling US$450,000, payable in instalments.