Labrador Gold urges holders to vote against dissident

Executive Summary

• Labrador Gold Corp. issued a public response to a news release by dissident shareholder Kulwant (Kal) Malhi-led Coloured Ties Capital Inc., which promised a two-cent per share dividend if their campaign succeeds at the upcoming Annual General and Special Meeting on Feb. 24, 2026.
• The Board of Directors strongly warns shareholders that the dissident's dividend promise is a "desperate repeat" of a previous failed campaign against GrowMax Resources, citing court rulings that the dissident's previous communications were misleading and that they failed to deliver on similar promises.
• Labrador Gold urges shareholders to vote "blue" (supporting the Board's resolutions) and reject the dissident's "gold" proxy materials, citing recommendations from major proxy advisors ISS and Glass Lewis who found the dissident lacked a compelling case or adequate plan.

Key Details

• Dissident Proposal: Coloured Ties Capital Inc. (led by Kulwant Malhi) claims it will commit to paying a two-cent dividend within seven days of the Feb. 24, 2026, AGM if their campaign is successful.
• Board Rebuttal: The Board characterizes the dividend promise as a vote-contingent pledge designed to influence proxy voting rather than a credible plan for durable value creation.
• Historical Precedent (GrowMax/Coloured Ties):
  • In 2018, Malhi ran an identical campaign against GrowMax Resources (now Coloured Ties), promising a 7.5-cent per share dividend.
  • The Court of King's Bench of Alberta ruled that the dissident's communications in that campaign were misleading, containing misstatements and omissions of material facts.
  • The dissident failed to pay the promised amount; only 3 cents per share was paid (a 60% cut).
  • GrowMax suffered a two-year trading halt (Aug 2019–Aug 2021), a 10-for-1 share consolidation, and capital was redirected to related-party ventures.
  • The dissident sold down their stake in GrowMax at the expense of supporting shareholders.
• Financial Status of Dissident: Coloured Ties' financial statements as of Sept. 30, 2025, show only $658,000 in available cash (up from $82,000 a year prior), suggesting the Labrador campaign is a proxy contest ploy due to exhausted liquidity.
• Proxy Advisor Recommendations:
  • ISS (Institutional Shareholder Services): Recommends voting only the blue proxy. Stated the dissident "has not presented a compelling case for any level of change" and "has not articulated an adequate plan."
  • Glass Lewis: Also recommends voting only the blue proxy.
• Voting Details:
  • Meeting Date: Feb. 24, 2026.
  • Voting Deadline: Feb. 20, 2026, at 11 a.m. (Toronto time).
  • Board Recommendation: Unanimously recommends voting only on the blue form of proxy and blue voting instruction form for all Labrador Gold resolutions; vote against/withhold on dissident resolutions.
• Strategic Context: The Board highlights its "hybrid mining/investment model" and the Watson project joint venture with Nemo Resources Inc. as the path forward, contrasting it with the dissident's approach.

Notable Quotes

• "Our shareholders deserve facts and safeguards to protect their investment -- not conditional pledges," said Roger Moss, president and chief executive officer of Labrador Gold. "This is a vote that determines control. The dissident is essentially seeking to buy votes in the final hours before the voting deadline in what can only be described as a desperate measure."
• "The dissident has a proven record of misleading shareholders with promises and not keeping them once they achieve their hidden agenda."
• ISS stated the dissident "has not presented a compelling case for any level of change, let alone a majority position."