Northern Shield Completes Non-Brokered Private Placement of Subscription Receipts

Executive Summary

• Northern Shield Resources completed a strategic non‑brokered private placement with Labrador Gold Corp., issuing 16,666,667 subscription receipts at $0.06 each for gross proceeds of $1,000,000.
• Proceeds are held in escrow and will be released upon satisfaction of shareholder and regulatory approvals for LabGold’s change of business; if not satisfied within 120 days, the receipts cancel and funds (minus a $20,000 expense reimbursement) return to LabGold.
• Upon release, LabGold receives one unit per receipt (one common share plus one warrant to purchase an additional share at $0.10 for 36 months), with pre‑emptive financing rights and a technical advisor appointment; units are subject to a four‑month lock‑up.

Key Details

• Subscription Receipts Issued: 16,666,667
• Price per Receipt: $0.06
• Aggregate Gross Proceeds (Escrowed Funds): $1,000,000
• Escrow Release Conditions: LabGold shareholder approval and regulatory approval of its change of business; must be satisfied within 120 days of closing or receipts cancel.
• Unit Composition upon Escrow Release:
• 1 Common Share of Northern Shield
• 1 Warrant to purchase an additional Common Share at $0.10 per share, exercisable for 36 months from the escrow release date.
• Pre‑emptive Rights: LabGold may participate in future financings to maintain a minimum 10% equity stake.
• Technical Advisor Right: LabGold entitled to appoint a technical advisor to guide exploration on Northern Shield’s properties.
• Lock‑up Agreement: Voluntary lock‑up prohibiting trading of the Common Shares, Warrants, or Warrant Shares for four months from escrow release date.
• Cancellation Clause: If conditions not met/waived within 120 days, receipts cancel; Escrow Funds (minus $20,000 reimbursement to Northern Shield) returned to LabGold.
• Use of Proceeds (if released): Further exploration programs—including diamond drilling—at the Root & Cellar Property and general working capital.
• No Finder’s Fees Paid: The Company did not pay any cash or securities finder’s fees for this offering.
• Statutory Hold Period: All securities subject to a four‑month and one‑day statutory hold period under Canadian securities law.

Notable Quotes

(None provided in the release)