Labrador Gold files mgmt information circular for AGSM

Executive Summary

• Labrador Gold Corp. has filed and begun mailing its Management Information Circular for an Annual General and Special Meeting of Shareholders scheduled for February 24, 2026.
• The meeting will vote on a proposed Change of Business (COB) to transition the company into a mining/investment issuer, along with a proposed name change.
• The Board is recommending shareholders vote against a requisition by dissident shareholder Coloured Ties Capital Inc., citing the dissident's history of value destruction and lack of a credible strategic plan.
• A National Instrument 43-101 technical report for the Hopedale Gold Project has been filed as part of the COB transaction materials.

Key Details

• Meeting Details:
  • Date: February 24, 2026.
  • Voting Deadline: February 20, 2026.
  • Location: In-person.
  • Method: Notice-and-access method of delivery.
• Agenda Items:
  • Election of Labrador Gold directors.
  • Proposed Change of Business (COB) to a mining/investment issuer.
  • Proposed change of name in connection with the COB.
  • Addressing the meeting requisition initiated by Coloured Ties Capital Inc.
• Board Recommendation:
  • Vote FOR all management resolutions.
  • Vote AGAINST (or withhold) on all dissident resolutions.
  • Shareholders are urged to vote only on the "blue" proxy form and disregard materials from the dissident.
• Strategic Rationale for COB:
  • Combines mining and investment opportunities to preserve liquidity, reduce risk, and unlock upside.
  • Based on an 18-month review of 51 projects (29 resource-stage, 22 preresource).
  • Valuations for direct acquisitions were deemed untenable; hybrid model chosen to maintain exploration focus while diversifying.
• Financial & Operational Actions Taken:
  • Divested Kingsway project to eliminate a $1-million-per-month drilling commitment.
  • Monetized New Found Gold Corp. shares for non-dilutive capital.
  • Structured an investment in Northern Shield Resources Inc. with shareholder approval, escrow protections, and lockup provisions.
• Technical Report:
  • Filed NI 43-101 Technical Report on the Hopedale Gold Project.
  • Effective Date: November 24, 2025.
  • Report Date: January 5, 2026.
  • Prepared By: Sherry Dunsworth, MSc, PGeo, and Roger Moss, PhD, PGeo.
• Dissident Criticism (Coloured Ties Capital Inc. / Kulwant "Kal" Malhi):
  • Cited history of shareholder value destruction at GrowMax (now Coloured Ties), including a 2-year trading halt and 1-for-10 share consolidation.
  • Cited a cease trade order (CTO) against Coloured Ties for failing to meet financial reporting requirements.
  • Claimed dissident nominees lack relevant expertise and have conflicts of interest, including financial ties to LaFleur Minerals Inc.
  • Alleged dissident plan lacks specific project identification, rigorous analysis, or a sustainable value-creation strategy.
• Leadership & Advisors:
  • Directors: James Borland, Leo Karabelas, Roger Moss, and Kevin Ramsay.
  • Technical Advisor to Investment Committee: Dr. Quinton Hennigh (globally recognized geologist).
  • Strategic Adviser: Kingsdale Advisors.

Notable Quotes

• "Act now to unlock Labrador Gold's potential and vote only in line with the blue proxy recommendations; Protect your investment from a dissident with a documented history of shareholder value destruction, self-serving campaigns and conflicts of interest."
• "The board is executing a COB strategy that combines mining and investment opportunities to preserve liquidity, reduce risk and unlock multiple avenues for upside."
• "The dissident poses a serious risk to your investment... Would you entrust your capital to a dissident group with a proven record of value destruction and an inability to meet basic reporting requirements?"
• "The dissident is not here to build value alongside you. They are here to raid your treasury and deploy it through entities where they hold conflicted interests and where you have no control."