LABRADOR GOLD ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS IN CONNECTION WITH A PROPOSED CHANGE OF BUSINESS Proposes Change of Business to a mining/investment issuer Adds renowned geologist Dr. Quinton Hennigh as Investment Advisor
1
NEWS RELEASE December 8, 2025
LABRADOR GOLD ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS IN
CONNECTION WITH A PROPOSED CHANGE OF BUSINESS
Proposes Change of Business to a mining/investment issuer
Adds renowned geologist Dr. Quinton Hennigh as Investment Advisor
Mr. Kevin Ramsay, CPA, CA, will join the Board of Directors
Annual General and Special Meeting to be held on February 24, 2026
Shareholders are encouraged to visit www.TheFutureofLAB.com to stay up to date
TORONTO, ON – December 8, 2025 – Labrador Gold Corp. (TSX.V: LAB | OTCQB: NKOSF | FNR: 2N6)
(“LabGold” or the “Company”) announces that having completed an extensive evaluation of the Company’s
existing operations and a review of strategic options for the Company, the Board of Directors of the Company
has determined to refocus its business operations to a hybrid mining/investment issuer in accordance with
the policies of the TSX Venture Exchange (“TSXV”). The proposed change of business is designed to maintain
LabGold’s successful exploration strategy while also providing investors with exposure to a mix of
undervalued public equities and higher upside early-stage opportunities.
Highlights
The Company plans to change its business focus from a pure exploration company to an exploration
and investment issuer, maintaining exploration activities while also make equity investments in other
resource companies (the “Change of Business”)
The Company will invest primarily in privately held and publicly traded mining and exploration
companies where it can be actively involved in the management or where it seeks to exercise control
of the companies in which it invests
The Company’s initial investment will be the purchase of $1 million of Units of Northern Shield
Resources Inc. pursuant to a Subscription Receipts financing
Dr. Quinton Hennigh will join LabGold as investment advisor
Mr. Kevin Ramsay, CPA, CA will join the Board of Directors as an independent director and Chair of
the Audit Committee
The Company will continue to be an active junior resource issuer with continued exploration of the
Hopedale Property as its Qualifying Property for the purpose of the Change of Business
Mining and metals form the backbone of industrial revitalization, the green energy transition and
advancements in artificial intelligence. The current inefficiencies in certain segments of the capital markets,
present an opportunity for LabGold to transition to a Company that addresses these gaps. The Change of
Business is particularly designed to appeal to investors seeking exposure to distinctive mining investments
that, in some cases, are not presently accessible in public markets. LabGold expects to play an active role
where appropriate, leveraging their technical and capital markets expertise to guide investee companies
toward value creation.
Roger Moss, President and CEO of the Company, commented on the proposed evolution of LabGold: “We
see our proposed transition to a hybrid mining/investment issuer in the resource sector where traditional
financing methods have been slowly disappearing as a timely one. With the gold, silver and critical metals
2
bull market now underway, we can continue with the systematic exploration strategy that was so successful
at Hopedale and Kingsway and also have the opportunity to make direct equity investments in resource
companies at this exciting time.” Roger Moss added: “The addition of Quinton to the LabGold team gives us
confidence that we will be able to source high-quality opportunities capable of generating significant value
for our shareholders.”
Investment Advisor
Subject to shareholder and regulatory approval to the Change of Business, Dr. Quinton Hennigh will act as
investment advisor to the Board of Directors and the Investment Committee in respect of proposed
investments by the Company.
Dr. Hennigh remarked “I am excited to join the LabGold team and assist them in their new direction. There
are many quality projects out there in need of funding to advance. LabGold, with its strong treasury, has the
ability to build value for its shareholders by sourcing and funding undervalued companies or taking advantage
of otherwise unrecognized opportunities.”
Dr. Quinton Hennigh is a renowned exploration geologist with 39 years of precious metals mining experience.
Dr. Hennigh began his career in gold exploration after obtaining his PhD in Geology/Geochemistry from the
Colorado School of Mines. Early in his career, he worked for major gold mining companies including
Homestake Mining Company, Newcrest Mining Ltd., and Newmont Corp. Since joining the junior exploration
community in 2007, he has played a key role in major global discoveries such as the high-grade Swan Zone at
the Fosterville gold mine in Australia, the Springpole bulk tonnage gold deposit in Ontario, Novo Resources
Corp.’s Pilbara gold assets in Western Australia, the high-grade 500 Zone at Lion One Metals Limited’s Tuvatu
gold project in Fiji, and the Rattlesnake Hills alkaline gold deposit in Wyoming, among many others. Dr.
Hennigh is the Chief Executive Officer, President, and director of San Cristobal Mining Inc. and a technical
and geologic director of Crescat Capital LLC, a Denver-based hedge fund with a focus on the mining and
commodities space.
Business Plan: Transforming LabGold from a mining issuer to a mining/investment issuer
LabGold is well-capitalized with a strong balance sheet that creates a unique opportunity to transition
LabGold from a pure mining issuer to a mining/investment issuer focused on the resource space. The
Company intends to make resource investments in public and private companies and projects where
appropriate, combining core positions with opportunistic earlier-stage investments to create long-term
shareholder value.
The Company will leverage the industry knowledge of its Board, management and advisors to identify
opportunities with significant upside potential and structure investments and transactions to create value
for shareholders. Investments will be made across the project development spectrum with a focus on
management team, safe jurisdictions, quality of project and industry relationships.
Access to Unique Investment Opportunities
One of LabGold’s central objectives is to provide Shareholders with access to opportunities that are
not easily available in the public markets. These include:
3
Private Companies: Select investments in private resource businesses where LabGold can
negotiate attractive entry points and favorable structures.
Early-Stage Opportunities: Investments in exploration-stage companies where LabGold can
participate on terms comparable to founders, creating founder-level upside for Shareholders.
Undervalued Public Companies: Targeting listed resource companies trading at deeply
discounted valuations, where LabGold’s capital and activist engagement can help surface
hidden value.
By combining exclusive early-stage access with public market investments, LabGold’s activist
investments will give Shareholders exposure to a mix of liquid, undervalued public equities and higher-
upside private or early- stage opportunities — a combination that is typically only available to
institutional or private fund investors.
Competitive Advantage
Liquidity with Stability: Investors retain liquidity via LabGold shares, while LabGold’s capital
base remains permanent.
Structured Growth: Start with an initial $4M allocation into at least two investee companies,
with a plan to raise additional capital to scale the model.
Thought Leadership: Leverage the Company’s research and social media following to amplify
visibility and attract investors.
Funding Mechanics
Initial deployment of $4M from existing cash balance will be allocated into at least two
resource company investments, establishing LabGold’s role as an active investment
company.
These initial investments will demonstrate the approach and provide proof of concept.
After the first deployment, additional capital will be raised to replenish the treasury.
With expanded capital, LabGold will make equity investments in a core of resource companies
where deemed appropriate, continue exploration on its projects and seek other properties for
acquisition, option or joint venture.
Up to 20% of available funds will be allocated to opportunistic, higher-risk juniors or
structured opportunities.
10–15% of available funds will be maintained for corporate expenses and tactical moves.
Holding Periods
Core positions are expected to be multi-year investments subject to market conditions and
possible liquidity events.
Opportunistic positions may be shorter in duration but focused on high upside.
4
Value Creation Approach
Active Engagement: Take meaningful stakes and act as a catalyst for value
realization.
Activist Investor Role: Use board influence, governance improvements, and technical expertise
to unlock hidden value.
Expert Network: Leverage network of industry specialists (geologists, financiers,
strategists) for due diligence and deal sourcing.
Expected Outcomes
Transition of LabGold into a mining/investment issuer focused on the resource space.
Deploy $4M from current cash into at least two investee companies to prove concept, then
raise additional capital to scale.
Build core investment and property holdings while maintaining up to 20% of available funds
for opportunistic junior and early-stage deals.
Provide investors with a liquid, transparent, and diversified platform for participation in the
Company’s resource assets and investments.
Investment Policy
Category LabGold Approach
Investment
Objectives
Generate superior long-term returns by deploying funds through a variety
of investment strategies including options, joint ventures, property
acquisitions, and direct investments in resource issuers to make these
resource companies and projects accessible to both retail and institutional
investors.
Investment
Strategy
Deploy balance sheet capital into at least two investments initially,
complemented by opportunistic positions in early-stage exploration
companies and private deals. Act as an activist investor working with
industry experts and leveraging LabGold’s technical expertise to unlock value
in undervalued companies.
Investment
Sectors
Natural resources: exploration and mining.
Investment Types Equity, debt, royalties, structured financings, private placements,
strategic joint ventures/options and other investment structures as
appropriate.
Investment Size Flexible. Initial investments will typically represent 10–30% of available
funds; concentrated activist positions may exceed 30% with Board
approval.
5
Investment
Targets
Public and private companies with undervalued assets, growth upside, or
strong exposure to long-term macro trends (commodities, currency
realignments).
Investment
Diligence
All opportunities subject to rigorous review, combining macro
analysis, technical mining expertise, and financial diligence.
Independent advisors and sector specialists engaged as needed.
Investment
Oversight
Board of Directors: Investments in any entity will be subject to criteria and
limits approved by the Board of Directors.
Investment Committee: empowered to make decisions with respect to
investments within the mandate of the Investment Policy and deploy funds
to make the investments.
Conflicts Policy: directors with outside interests recuse from related
deliberations. LabGold is committed to maintaining transparency and
fairness in all investment decisions. Any director or officer with an
outside interest in a potential investment must promptly disclose that
interest to the Board. Such individuals will not participate in
deliberations or votes on the matter. All material related-party
transactions will be disclosed in public filings in accordance with
securities regulations.
Commodities Focus Gold, silver, energy transition metals.
Jurisdictions Global, with initial focus on Canada, U.S., and Latin America.
Initial Investment
Subscription Receipts Financing of Northern Shield
The Company is required to make an initial investment following approval of the Change of Business by the
shareholders. To meet this requirement, the Company has signed an agreement with Northern Shield
Resources Inc. (“Northern Shield”) dated December 5, 2025 to subscribe for 16,666,667 Subscription
Receipts (the “Northern Shield Financing”) at $0.06 per subscription receipt for an investment of
$1,000,000.02 (the “Initial Investment Funds”). Northern Shield is a public company listed and posted for
trading on the TSXV. The Initial Investment Funds will be held in escrow and the release of the funds to
Northern Shield will be conditional upon receipt of LabGold shareholder and regulatory approval to the
Change of Business (the “Escrow Release Conditions”). 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 (a “Unit”) upon satisfaction of the Escrow Release Conditions (the “Escrow Release Date”).
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 holder to purchase one additional
Common Share (a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 36 months from
the Escrow Release Date. The Northern Shield Financing is subject to receipt of regulatory approval by
Northern Shield.
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: (i) a pre-emptive
6
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
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.
Northern Shield’s Root and Cellar Property
Northern Shield is an undervalued junior gold explorer working in the jurisdiction of Newfoundland and
Labrador. Their 100% owned Root and Cellar project is located on the Burin Peninsula with excellent
infrastructure including year-round road access which contributes to low-cost exploration. Northern Shield
is the first junior mining company to conduct systematic exploration on this underexplored property which
has seen little drilling completed to date. The limited drilling, together with trenching, geochemistry and
mapping highlights the potential for a large intact epithermal gold/porphyry copper system associated with
significant tellurium, a critical element used in the construction of solar panels.
The property hosts 5 epithermal gold-silver +/- tellurium occurrences over a large area with most work to
date focused on the Conquest Zone over an area of approximately 4km 2. Trenching of the Conquest Zone
resulted in the discovery of high-grade gold mineralization grading 13.1 g/t over 2m that included 47.5g/t Au
over 0.5m*. Initial drilling has confirmed high grades with 10.4g/t Au over 1.5m that included 23.5g/t Au over
0.5m. Other drilling highlights include: 5.9g/t Au over 2m, 3.4g/t Au and 6.1g/t Ag over 4.35m, 3.1g/t Au over
1m, 0.6g/t over 34.5m and 0.6g/t Au and 3.4g/t Ag over 24.9m**. Drilling to date has defined a “keel-like”
zone of near-surface gold mineralization measuring approximately 75 metres-wide, 400 metres-long and 50
metres-deep that is fed, or cross-cut, by gold-silver-telluride bearing structures**.
All the gold mineralization is located on the periphery of a large copper-bearing zone (Creston Copper) in the
western portion of the property. Copper mineralization consists mainly of chalcopyrite, bornite, and
chalcocite and is exposed at surface in a series of breccias and other fragmental rocks. Fragments of
porphyry-style chalcopyrite-molybdenite mineralization, brought up from depth, and porphyry-type quartz
veinlets with chalcopyrite, bornite in the breccia indicates the potential for porphyry copper mineralization
at depth. This significant (approximately 2km diameter) copper target has yet to be tested by drilling.
There has been growing speculation of the potential for porphyry copper systems in the Avalon Terrane
in which Root & Cellar is located. Northern Shield’s recent work at the Creston copper target is perhaps the
best indication that the porphyry copper potential of the region is very real.
Roger Moss commented “It takes innovative thinking, commitment and perseverance to make discoveries in
new districts and we believe Ian and his team at Northern Shield are on their way to doing just that. We look
forward to working with them going forward to realize that significant discovery.”
* Northern Shield presentation dated October 2025, Update on the Root and Cellar property Newfoundland;
an intact epithermal gold and porphyry copper camp.
** Northern Shield news releases dated October 20, 2025, Northern Shield continues to advance their
discovery of a large epithermal Au-Ag-Te and porphyry Cu-Mo-Au-Te system, Root & Cellar Property,
Newfoundland and November 30, 2023, Northern Shield intersects multiple gold structures including 10.4
7
g/t Au over 1.5 Metres at Root & Cellar Property, Newfoundland.
Hopedale Property
The Company’s Hopedale Property will be its Qualifying Property for the Change of Business. The Hopedale
property consists of six licenses southwest of the town of Hopedale, Labrador comprising a total of 790
mining claims (~19,625 ha).
The Hopedale Property covers much of the Archean-age Florence Lake greenstone belt that stretches over
60 km. The belt is typical of greenstone belts around the world but has been underexplored by comparison.
Systematic exploration to date by LabGold shows gold anomalies in rocks, soils and lake sediments over a 3
kilometre section (the Thurber Gold Trend) of the northern portion of the Florence Lake greenstone belt.
Five gold occurrences lie along this trend, four of which were discovered by LabGold^.
Anomalous gold in soil and lake sediment samples also occur over approximately 40 km along the southern
section of the greenstone belt^^. Many of these anomalies have yet to be followed up. LabGold’s recent
exploration has also demonstrated the potential for the critical metals copper, nickel, cobalt and zinc in the
belt^^^. Such metals are commonly found in magmatic sulphide and volcanogenic massive sulphide deposits
in greenstone belts. To date, twelve mineral occurrences have been discovered on the property: six gold,
three nickel, two copper and one zinc.
The Hopedale Property is subject to a 2% net smelter returns royalty (the “Royalty”) with annual advance
royalty payments of $25,000 per year until commencement of commercial production. LabGold has the right
at any time to purchase one-half of the Royalty (1% of net smelter returns) for $2 million plus the payment
of $1 dollar per ounce of gold contained within the property in the “indicated mineral resource” and
“measured mineral resource” categories as defined by the Canadian Institute of Mining, Metallurgy and
Petroleum, and established in a National Instrument 43-101 – Standards of Disclosure for Mineral Projects
(“NI 41-101”) technical report.
LabGold is currently compiling all geochemical, geophysical and geological data along the 3km Thurber Gold
Trend to define drill targets.
Under the rules and policies of the TSXV and applicable Canadian securities laws, LabGold is preparing and
will file on SEDARplus a technical report on the Hopedale property in accordance with NI 43-101 as part of
its Change of Business.
^ Labrador Gold news releases dated November 22, 2019, Labrador Gold announces up to 8.26 g/t Au in
selected grab samples from new showing at Hopedale project, Labrador and February 7, 2024, Labrador Gold
announces new discovery with assays of 106g/t Au and 20.4g/t Ag at Fire Ant zone, Hopedale Project.
^^ Labrador Gold news releases dated November 2, 2018 Labrador Gold announces new gold anomalies at
its Hopedale project and February 5, 2019, Labrador Gold announces more gold anomalies at its Hopedale
project.
^^^ Labrador Gold news release dated November 22, 2023, Labrador Gold exercises option to acquire 100%
of Hopedale Property district scale project with gold, copper and nickel potential.
8
Qualified Person
Roger Moss, PhD., P.Geo., President and CEO of LabGold, a Qualified Person in accordance with Canadian
regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical
information that forms the basis for the disclosure contained in this release.
Change of Business to Mining/Investment Issuer
At the Annual General and Special Meeting of Shareholders of the Company (the “Meeting”) to be held on
February 24, 2026 to seek approval of the Change of Business, Shareholders will be asked to approve the
proposed Change of Business to a mining/investment issuer, among other matters. The proposed change of
business is an arm’s-length transaction. If Shareholders approve the Change of Business, following final
approval from the TSX Venture Exchange (the “TSXV”), the Initial Investment Funds will be released from
escrow to Northern Shield in exchange for the issuance to LabGold of 16,666,667 Units of Northern Shield
and the Company (the “Resulting Issuer”) will commence trading as a hybrid resource/investment issuer.
Management of the Resulting Issuer
The officers and directors of the Resulting Issuer will comprise the following:
Roger Moss, Ph.D, President, CEO and a director . Dr. Moss is an exploration geologist with thirty years
experience in Africa, Central and South America, Eastern Europe and Canada in a variety of geological
environments. He was instrumental in the discovery of the multi-million ounce Navachab gold deposit in
Namibia. In addition to gold exploration in Namibia and Canada, Roger has worked on Cu-Pb-Zn exploration
in Canada and Mexico, and Cu and Au exploration in Canada, Peru, Colombia and Chile. His extensive research
into hydrothermal ore deposits culminated in a Ph.D. in geology from the University of Toronto in
2000. Between 2013 and 2024, Dr. Moss taught exploration and field courses on a part time basis at the
University of Toronto’s Lassonde Mineral Engineering Program where he passed on his knowledge and
enthusiasm for mineral exploration to the next generation of mine finders.
James Borland, Director and member of the Investment Committee and the Audit Committee. Mr. Borland
has been involved in the mining industry since the 1980s when he worked as a journalist eventually serving
as Editor of The Northern Miner newspaper. He was Manager of Research Communications for BMO Nesbitt
Burns Inc. before co-founding Borland, Levand & Associates, a firm that has provided management services
to clients in the mining sector since 1998. Jim has served as a director and senior officer for several companies
listed on the Toronto Stock Exchange, the TSX Venture Exchange and the Canadian Stock Exchange.
Leo Karabelas, Director and member of the Investment Committee and the Audit Committee. Leo Karabelas
is a highly accomplished mining executive and capital markets strategist with over 20 years of leadership
experience in corporate development, investor relations, and strategic financing. He currently serves as Vice
President, Capital Markets at San Cristóbal Mining, the world’s fifth-largest silver producer, where he was
instrumental in the landmark 2023 acquisition of the San Cristóbal asset. In addition, he sits on the Company’s
Board of Directors and is an active member of the Audit Committee, providing governance oversight and
strategic guidance. Mr. Karabelas is also President of a leading Toronto-based corporate communications
and investor relations advisory firm, where he has advised numerous junior mining companies on market
strategy, capital raises, and corporate growth initiatives. His counsel has been pivotal in securing over $500
million in financing and fostering enduring relationships with top-tier investors across North America and
international markets. Recognized for his strategic vision and execution, Mr. Karabelas is widely regarded as