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, which will convert into units consisting of one common share and one common share purchase warrant upon the satisfaction of escrow release conditions.
• The funds are designated for the continuation of the diamond drilling program at the Root & Cellar project and general working capital, supporting exploration plans for 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.
• Use of Proceeds: Continued diamond drilling program at the Root & Cellar project and general working capital.
• Conversion Terms: Each subscription receipt entitles the holder to one unit (one common share + one common share purchase warrant) upon satisfaction of escrow release conditions.
• Warrant Terms: Each warrant allows the purchase of one additional common share at $0.10 per share for a period of 36 months from the escrow release date.
• Escrow Conditions: Funds held in escrow; release conditional on LabGold shareholder and regulatory approval regarding LabGold's change of business.
• 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.
• Investor Rights: As long as LabGold retains at least a 10% equity interest, it holds:
  • Pre-emptive rights to participate in future financings to maintain equity interest.
  • Right to appoint a technical adviser to guide exploration activities.
• Refund Clause: If escrow conditions are not satisfied/waived 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.
• Regulatory Approval: Closing is subject to TSX Venture Exchange approval.

Notable Quotes

• "We are very pleased with the proposed investment partnership with Labrador Gold and are also proud that we will be their first investment as an investment issuer." — Ian Bliss, President and CEO
• "This funding is the cornerstone for the exploration program at Root & Cellar planned for the remainder of 2025 and into 2026, which will include geophysical surveys over the copper target and 5,000-plus metres of drilling split between Creston copper and Conquest gold, and also follow up at the Braxton Bradley zone..." — Ian Bliss, President and CEO