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Labrador Gold Corp. (TSX.V: LAB | FNR: 2N6) ("LabGold" or the "Company") is pleased to announce that it has received final approval from the TSX Venture Exchange (the "TSXV") to its Change of Business ("COB") to a hybrid Mininginvestment issuer following approval of the COB by its shareholders at the Annual General & Special Meeting of shareholders held on February 24, 2026 (the "Meeting"). Following the Meeting, the Board of Directors elected at the Meeting, comprising Roger Moss, James Borland, Leo Karabelas and Kevin Ramsay, decided not to proceed with the change of name to Exin Ventures Inc., as referred to in the Management Information Circular dated January 15, 2026 filed in respect of the Meeting, and will continue to be known as Labrador Gold Corp. The halt of the Company's common shares will be lifted and the Company will commence trading as a hybrid Mininginvestment issuer under the symbol "LAB" at the open of the market on Wednesday, March 11, 2026.
The Company is also pleased to announce that it has acquired 16,666,667 Units of Northern Shield Resources Inc. ("Northern Shield") in exchange for the 16,666,667 Subscription Receipts (the "Subscription Receipts Financing") issued to the Company by Northern Shield and referred to in the Company's press releases of December 8, 2025 and December 31, 2025 (the "Northern Shield Investment"). Each Unit consists of one (1) common share of Northern Shield (a "Common Share") and one (1) common share purchase warrant (each a "Warrant"). Each Warrant entitles the Company to acquire one additional Common Share of Northern Shield (a "Warrant Share") at a price of $0.10 per Warrant Share until March 5, 2029. The condition to the Subscription Receipts Financing was satisfied with regulatory and shareholder approval to the COB and the $1 million plus accrued interest held in escrow pursuant to the Subscription Receipts Financing was released to Northern Shield.
As additional consideration for LabGold in respect of the Northern Shield Investment, for as long as LabGold retains a 10% equity interest in Northern Shield, LabGold shall have the following rights: (i) 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 (ii) 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 resale restriction expiring on July 5, 2026.
The Northern Shield Investment constitutes the first investment of the Company as a hybrid Mining/investment issuer. Pursuant to the original listing requirements of the TSXV, the Company is required to have at least two investments as an investment issuer. As part of the approval of the COB by the TSXV, the Company has given an undertaking to the TSXV that it will make one or more investments in the aggregate amount of at least $3,000,000 within six (6) months from March 5, 2026 to fulfill the listing requirement for a hybrid Mining/investment issuer.
Early Warning Disclosure Regarding Labrador Gold Corp.
Pursuant to the Northern Shield Investment, the Company acquired 16,666,667 Units of Northern Shield.
Immediately prior to the Northern Shield Investment, the Company did not hold any securities in Northern Shield.
Immediately following the exchange of 16,666,667 Subscription Receipts for 16,666,667 Units of Northern Shield pursuant to the Northern Shield Investment, the Company beneficially owns, directly or indirectly, or exercised control or direction over, 16,666,667 Common Shares and 16,666,667 Warrants of Northern Shield, representing approximately 10.862% of the issued and outstanding capital of Northern Shield on a non-diluted basis and 19.595% on a partially diluted basis, assuming the Company exercises all the Warrants.
The Company has advised that the 16,666,667 Units were acquired for investment purposes and that it has no present intention to either increase or decrease its holdings in Northern Shield. Notwithstanding the foregoing, it has advised that it may increase or decrease its beneficial ownership, control or direction over the Common Shares of Northern Shield through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.
This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of this early warning report in respect of this transaction will be available on Northern Shield's issuer profile on SEDAR+ at www.sedar.com.
About Labrador Gold
LabGold is a Canadian-based mineral exploration company focused on the acquisition and exploration of prospective gold projects in Eastern Canada.
The recently announced Watson Project, a joint venture with Nemo Resources Inc., represents the largest landholding in the Fort Hope Greenstone Belt which is significantly underexplored compared to other greenstone belts (e.g. Red Lake and Pickle Lake) in northwestern Ontario. While the exploration focus will be on gold, the Watson project also hosts significant potential for critical minerals (e.g. antimony, nickel, copper and zinc). The proposed road to the Ring of Fire, expected to begin construction in mid-2026, runs through the Watson property and once complete, will significantly reduce exploration and development costs.
The Hopedale property covers much of the Archean-age Florence Lake greenstone belt, which extends over 60 kilometers. While typical of greenstone belts globally, the area has been underexplored. LabGold's work to date has identified gold anomalies in rocks, soils, and lake sediments across a three-kilometer section of the northern portion of the belt. Five gold occurrences lie along this trend, four of which were discovered by LabGold. Additional anomalous gold values occur across approximately 40 kilometers of the southern portion of the belt. Recent exploration has also demonstrated potential for copper, nickel, and cobalt.
The Borden Lake project near Chapleau, Ontario lies immediately southeast of Discovery Silver Corp's Borden gold mine. Past exploration by LabGold identified two anomalous gold zones based on geochemistry and geophysics.
The Company has 170,009,979 common shares issued and outstanding and trades on the TSX Venture Exchange under the symbol LAB.
For more information please contact:
Roger Moss, President and CEOÂ Â Â Â Â Â Â Â Tel: 416-704-8291
Or visit our website at: www.labradorgold.com
XÂ Â @LabGoldCorp
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements: This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward-looking statements.
