Labrador Gold acquires subscription receipts of Northern Shield

Labrador Gold (NKOSF) has acquired 16,666,667 Subscription Receipts of Northern Shield Resources at $0.06 per Subscription Receipt for an investment of $1,000,000.02 pursuant to a subscription agreement dated December 5. The Initial Investment Funds are held in escrow and the release of the funds to Northern Shield will be conditional upon receipt of LabGold shareholder and regulatory approval to its proposed change of business from a pure exploration company to an exploration and investment issuer. This allows LabGold to maintain its exploration activities while also being able to make equity investments in other resource companies as set out in the COB Press Release. Each Subscription Receipt will entitle LabGold to receive, without any further action or any additional consideration, and subject to adjustment, one Unit of Northern Shield upon satisfaction of the Escrow Release Conditions. Each Unit consists of one common share of Northern Shield and one common share purchase warrant. Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.10 per Warrant Share for a period of 36 months from the Escrow Release Date. As additional consideration for LabGold in respect of the Northern Shield Financing, for as long as LabGold retains a 10% equity interest in Northern Shield, LabGold shall have the following rights: a pre-emptive right to participate in future financings of Northern Shield to maintain its equity interest in Northern Shield following the issuance of the Units to LabGold and the right to appoint a technical advisor to help guide exploration activities carried out on the properties of Northern Shield. The Units will be subject to a voluntary lockup agreement prohibiting the trading of the Common Shares, Warrants or Warrant Shares for a period of four months from the Escrow Release Date. In the event that the shareholders of LabGold don’t approve the Change of Business, the Initial Investment Funds will be returned to LabGold less an amount of $20,000 to be paid to Northern Shield as reimbursement for its reasonable expenses in relation to the Northern Shield Financing.