Northern Shield arranges $1M placement with Labrador

Executive Summary

• Northern Shield Resources Inc. has entered into a strategic non-brokered private placement with Labrador Gold Corp. (TSX Venture Exchange: LAB), raising $1 million in aggregate gross proceeds.
• Labrador Gold will subscribe for 16,666,667 subscription receipts at a price of $0.06 per receipt. The funds are held in escrow and will be released upon the satisfaction of specific conditions, including regulatory and shareholder approval regarding LabGold's change of business.
• The financing serves as the cornerstone for Northern Shield's exploration program at its Root & Cellar project, funding geophysical surveys and over 5,000 meters of drilling planned for late 2025 and 2026.

Key Details

• Transaction Structure: Non-brokered private placement of subscription receipts.
• Investor: Labrador Gold Corp. (TSX Venture Exchange: LAB).
• Quantity: 16,666,667 subscription receipts.
• Price: $0.06 per subscription receipt.
• Gross Proceeds: $1,000,000.
• Escrow Terms: Funds held in escrow; release conditional on LabGold shareholder and regulatory approval regarding its change of business.
• Securities Issued: Each subscription receipt converts into one unit upon escrow release. Each unit consists of:
  • One common share of Northern Shield.
  • One common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.10 per warrant share.
  • Duration: 36 months from the escrow release date.
• Lock-up Agreement: Voluntary lockup for four months from the escrow release date, prohibiting trading of common shares, warrants, or warrant shares.
• Statutory Hold: Four months and one day statutory hold period on all securities issued.
• Additional Rights for LabGold:
  • Pre-emptive right to participate in future financings to maintain equity interest (provided LabGold retains at least 10% equity).
  • Right to appoint a technical adviser to guide exploration activities.
• Refund Clause: If escrow conditions are not met within 120 days of closing or if the offering is terminated, subscription receipts are cancelled, and funds (plus interest) are returned to LabGold, less a $20,000 reimbursement to Northern Shield for reasonable expenses.
• Use of Proceeds: Diamond drilling program at the Root & Cellar project and general working capital.
• Exploration Plans:
  • Geophysical surveys over the copper target.
  • 5,000+ meters of drilling split between Creston copper and Conquest gold targets.
  • Follow-up work at the Braxton Bradley zone (5 km northeast of Creston), which hosts gold-silver-tellurium mineralization.

Notable Quotes

• "This funding is the cornerstone for the exploration program at Root & Cellar planned for the remainder of 2025 and into 2026... We look forward to the investment partnership with LabGold which will help us bring the property to the next level," said Ian Bliss, president and chief executive officer, Northern Shield.