Northern Shield Announces Non-Brokered Private Placement of Subscription Receipts

Executive Summary

• Northern Shield Resources Inc. announced a non‑brokered private placement with Labrador Gold Corp., issuing 16,666,667 subscription receipts at $0.06 each for total gross proceeds of $1,000,000.
• Proceeds will be held in escrow and used to fund the Root & Cellar Project drilling program and general working capital.
• Upon escrow release, LabGold will receive units consisting of one common share and one warrant (exercise price $0.10, 36‑month term); additional rights include pre‑emptive participation in future financings and appointment of a technical advisor.

Key Details

• Subscription Receipts: 16,666,667 at $0.06 each → Gross proceeds: $1,000,000.
• Escrow Arrangement: Funds held pending LabGold shareholder and regulatory approvals; release conditions must be satisfied within 120 days of closing or funds (minus $20,000 expense reimbursement) are returned to LabGold.
• Units Issued on Escrow Release: Each unit = 1 common share + 1 warrant.
• Warrant Terms: Right to purchase one additional common share at $0.10 per share for 36 months from the escrow release date.
• Lock‑up: Voluntary lock‑up prohibiting trading of shares, warrants, or warrant shares for four months after escrow release; statutory hold period of four months and one day also applies.
• Additional Rights for LabGold (≥10% equity):
• Pre‑emptive right to participate in future financings to maintain its equity stake.
• Right to appoint a technical advisor to guide exploration activities.
• Use of Proceeds: Continue diamond drilling at the Root & Cellar Project and for general working capital purposes.
• Closing Conditions: Subject to customary conditions, including TSX Venture Exchange approval.

Notable Quotes

“We are very pleased with the proposed investment partnership with Labrador Gold… This funding is the cornerstone for the exploration program at Root & Cellar planned for the remainder of 2025 and into 2026.” – Ian Bliss, President and CEO, Northern Shield

All forward‑looking statements are subject to risks and uncertainties detailed in the release.