Newfoundland Discovery Corp. has entered into a definitive share exchange agreement to acquire 100% of Orenoxe Holdings Corp., securing the right to acquire up to a 70% interest—with an option to increase to 90%—in the 786-square-kilometre Ganda gold-rare earth project in Benguela Province, Angola. The definitive agreement updates a previous non-binding letter of intent entered into on June 26, 2026.

Under the terms of the transaction, Newfoundland Discovery will pay US$220,000 in cash at or before closing toward Orenoxe's payment obligations, US$140,000 in kwanza for exploitation licence fees, and US$450,000 in deferred cash payments within 12 months. The company will also issue 9,900,000 common shares at closing at a deemed price of $0.12 per share. An additional 9,100,000 performance-based common shares are issuable upon completing US$1,000,000 in qualifying exploration expenditures within 24 months, while all consideration shares are subject to staged contractual lock-ups of up to 24 months.

To vest its earn-in interest, Newfoundland Discovery is funding a fully-funded Stage 1 exploration program of US$1,000,000 over 15 months to secure a 51% interest, which increases to 70% at US$2,000,000. The concession features full-concession airborne magnetics, radiometrics, and ASTER hyperspectral coverage, alongside a 2022 field campaign that identified 105 favourability targets and widespread artisanal surface workings. The project is located approximately 60 km from Pensana Plc's Longonjo NdPr project.

“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.”

— Jeremy Prinsen, President and CEO

Immediately upon closing, the company intends to mobilise its initial two-month prospecting program on the Ganda Project as the first field phase of its earn-in. Completion of the acquisition remains subject to Canadian Securities Exchange approval.

Read the full announcement: Newfoundland Discovery to Acquire District-Scale Ganda Gold-Rare Earth Project in Angola, Western Africa