Labrador Resources Inc. (Formerly Labrador Technologies Inc.) Closes Change of Business Transactions
LABRADOR RESOURCES INC. (FORMERLY LABRADOR TECHNOLOGIES INC.) CLOSES CHANGE OF
BUSINESS TRANSACTIONS
Calgary, Alberta, February 6, 2023: Labrador Resources Inc. (the “Corporation” or “ Labrador”) (TSXV –
“LTX”) is pleased to announce that, further to its press releases dated April 5, 2022, April 6, 2022 and
November 2, 2022, it has completed the previously announced transactions which collectively constitute
the Corporation’s change of business (the “ Change of Business ”). As a result, the Corporation has
transitioned into an oil and gas issuer whose common shares are listed for trading on the TS X Venture
Exchange (“TSXV”).
Asset Acquisition
On February 2, 2023, as part of the Change of Business, the Corporation acquired interests in an oil and
gas property (the “Atlee Buffalo Property”) located in the Atlee Buffalo area of Alberta (the “Acquisition”)
for a purchase price of $782,000 . Pursuant to the Acquisition, the purchase price was paid through (a)
cash payments in the aggregate amount of $200,000, (b) the issuance by the Corporation of a convertible
debenture in the principal amount of $350,000, and (c) the issuance by the Corporation of a promissory
note in the amount of $232,000.
Private Placements
As part of the Change of Business, on February 2, 2023 the Corporation closed the previously disclosed
private placements (the “Offering”) of common shares of the Corporation (“Common Shares”) and “flow-
through” Common Shares (“Flow-Through Shares”), issuing: (a) 4,000,000 Common Shares, at a price of
$0.05 per Common Share, for aggregate proceeds of $200,000, and (b) 7,200,000 Flow -Through Shares,
at a price of $0.05 per Flow-Through Share, for aggregate proceeds of $360,000. The Common Shares and
Flow-Through Shares issued under the Offering are subject to a hold period that will expire on June 3,
2023. No warrants or finder’s fees were pai d in relation to the Offering. The proceeds of the Offering,
together with advances under the previously disclosed credit facility of the Corporation, are intended to
be used to undertake reactivation activities on one well forming part of the Atlee Buffalo Property as well
as to drill one additional horizontal well thereon.
Name Change and Resumption of Trading
In connection with the Change of Business , t he Corporation change d its name from “Labrador
Technologies Inc.” to “Labrador Resources Inc.” It is expected that the Common Shares will begin trading
on the facilities of the TSXV, under the same trading symbol “LTX.V”, within the next week. Resumption
of trading remains subject to receipt of final acceptance of the Change of Business from the TSXV.
Director Appointment
Upon closing of the Change of Business, Jeffrey M. Graw was appointed a director of the Corporation.
Option Grant
The Corporation advises that immediately following closing of the Change of Business , the Corporation
granted options (“Options”) to its officers and directors to purchase a total of 625,000 Common Shares,
at a price of $0.05 per share. The Options are exercisable for a period of five (5) years from the date of
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grant, and contain a vesting provision whereby one-half of the Options vest immediately and one-half vest
one (1) year from the date of grant.
Insider Participation in the Offering
Kaan Camlioglu , a director and officer of the Corporation , acquired Flow -Through Shares under t he
Offering and therefore the Offering is deemed to be a "related party transaction" as defined under
Multilateral Instrument 61 -101-Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). Such participation is exempt from the formal valuation and minority shareh older approval
requirements of MI 61-101 as neither the fair market value of the Flow-Through Shares acquired by the
interested party, nor the consideration for the Flow-Through Shares paid by such interested party, exceed
25% of the Corporation's market capitalization. The Corporation did not file a material change report more
than 21 days before the closing of the Offering as the participation therein by Mr. Camlioglu was not
settled until shortly prior to the closing of the Offering.
Prior to the completion of the Offering , Mr. Camlioglu did not own, directly or indirectly, any Common
Shares or convertible securities of the Corporation. Upon completion of the Offering, Mr. Camlioglu now
owns 1,400,000 Common Shares , representing approximately 5.7% of the issued and outstanding
Common Shares, together with 250,000 Options.
Technical Report
A copy of the evaluation of the property that is the subject of the Acquisition, which was performed by
Boury Global Petroleum Associates and is compliant with National Instrument 51 -101, is available for
review under the Corporation’s profile on Sedar at www.sedar.com.
Additional Information
For additional information regarding the Corporation and the Change of Business, please refer to the filing
statement of the Corporation dated November 30, 2022 (the “Filing Statement”), which is available under
the Corporation’s profile on SEDAR at www.sedar.com.
About Labrador
Labrador is now a publicly listed oil and gas issuer with approximately $8 million in tax loss carryforwards
and an oil and gas property located in the Atlee Buffalo area of Alberta.
The corporation intends to carry out reactivation activities on one well and drill a new horizontal well on
the Atlee Buffalo Property.
Cautionary Note
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the
Change of Business, any information released or received with respect to the Change of Business may not
be accurate or complete and should not be relied upon. Trading in the securities of the Corporation
should be considered highly speculative.
Forward Looking Information
This news release contains statements and information that, to the extent that they are not historical fact,
may constitute "forward -looking information" within the meaning of applicable securities legislation.
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Forward-looking information is typically, but n ot always, identified by the use of words such as "will",
"intended", and similar words, including negatives thereof, or other similar expressions concerning matters
that are not historical facts. Forward-looking information in this news release includes, but is not limited
to, statements regarding: final TSXV acceptance of the Change of Business; the use of proceeds of the
Offering; the intention of the Corporation to carry out reactivation activities on one well and drill a new
horizontal well on the Atle e Buffalo Property . Such forward -looking information is based on various
assumptions and factors that may prove to be incorrect, including, but not limited to, factors and
assumptions with respect to: the final acceptance of the TSXV and the timing thereof; and the ability of
the Corporation to successfully implement its strategic plans and initiatives and whether such strategic
plans and initiatives will yield the expected benefits. Although the Co rporation believes that the
assumptions and factors on which such forward -looking information is based are reasonable, undue
reliance should not be placed on the forward -looking information because the Co rporation can give no
assurance that it will prove to be correct or that any of the even ts anticipated by such forward -looking
information will transpire or occur, or if any of them do so, what benefits the Co rporation will derive
therefrom. Actual results could differ materially from those currently anticipated due to a number of
factors and risks including, but not limited to: conditions in the oil and gas industry; the risk that the TSXV
will not provide final acceptance; the ability of management to execute its business strategy, objectives
and plans; and the impact of general economic con ditions. Please refer to the Filing Statement for
additional risk factors relating to the C orporation. The Filing Statement is accessible under the
Corporation’s profile on www.sedar.com.
The forward-looking information included in this news release is made as of the date of this news release
and the Corporation does not undertake an obligation to publicly update such forward-looking information
to reflect new information, subsequent events or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Not for Release in the United States of America
For further information, please contact:
Kaan Camlioglu
CEO, Labrador Technologies Inc.
Phone: (403) 818 1091
Email: [email protected]