NewOrigin Announces Completion of Shares-for-Debt Transaction Page 1

Toronto, Ontario–(Newsfile Corp. – September 9, 2024) – NewOrigin Gold Corp. (TSXV:NEWO) (“New origin” or the “Pursue“) is pleased to announce that it has completed a series of share-for-debt transactions pursuant to which it has issued common shares in the capital of the Company (“NewOrigin shares“) to pay off several outstanding bills and loans that are currently due (the “Debts“) to wholly owned subsidiaries of certain directors and to current and former officers of NewOrigin and a service provider in the total amount of US$181,110.50 (the “Shares for debt transactions“). NewOrigin issued a total of 6,037,015 NewOrigin Shares in connection with the Share-for-Debt Transactions at a deemed price of $0.03 per NewOrigin Share. On August 9, 2024, the Company announced its intention to complete the Share-for-Debt Transactions in connection with the proposed acquisition of the Company by Harfang Exploration Inc.

The Debt Transaction Shares are subject to receipt of all necessary regulatory approvals, including final approval of the TSX Venture Exchange. The NewOrigin Shares issued in connection with the Debt Transaction Shares will be subject to a statutory hold period of four months and one day from the date of issuance.

Disclosure of shares for related party debt

As part of the stock-for-debt transactions, 2,633,333 NewOrigin shares were issued to an entity controlled by Dr. Robert Valliant in settlement of debts of $79,000, 1,733,333 NewOrigin shares were issued to an entity controlled by Mr. Andrew Thomson in settlement of debts of $52,000, and 560,000 NewOrigin shares were issued to Mr. Michael Farrant in settlement of debts of $16,800. Such issuances of NewOrigin shares to insiders of the Company are considered “related party transactions” within the meaning of MI 61-101. NewOrigin is relying on the exemption from the formal valuation and minority shareholder approval requirement under MI 61-101 based on the exemptions in Section 5.5(1)(a) and Section 5.7(1)(a) of MI 61-101 because the fair market value of the consideration for the NewOrigin shares issued to NewOrigin’s directors and officers in the stock-for-debt transaction is not expected to exceed 25% of NewOrigin’s market capitalization.

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