Northern Shield Completes Non-Brokered Private Placement of Subscription Receipts

The Offering

The aggregate gross proceeds of the Offering are held in escrow pursuant to the terms of a subscription receipt escrow agreement between the Company and LabGold, and the release of the Escrowed Funds is conditional upon, among others, receipt of LabGold shareholder and regulatory approval with respect to LabGold’s change of business.

Under the Offering, each Subscription Receipt entitles LabGold to receive, without any further action or any additional consideration, and subject to adjustment, one (1) unit of the Company 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 LabGold 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 Offering, for as long as LabGold retains a 10% equity interest in the Company, 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 the Company 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 Company’s properties. 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.

If the Escrow Release Conditions are not satisfied or waived on or before the date that is 120 days following the closing date of the Offering, the Subscription Receipts will be cancelled without any further action, and the Escrow Funds and any interest earned thereon 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 Offering.

In the event that the Escrow Release Conditions are satisfied, and the Escrowed Funds released to the Company, Northern Shield intends to use the proceeds for further exploration programs, including diamond drilling, at the Company’s Root & Cellar Property and for general working capital purposes. Under the Offering, the Company did not pay any finder’s fees in cash or securities, and all of the securities issued under the Offering will be subject to a four-month and one-day statutory hold period.

The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Northern Shield Resources

Northern Shield Resources Inc. is a Canadian-based company known as a leader in generating high-quality exploration targets that views greenfield exploration as an opportunity to find a Tier 1 asset, near surface, and at relatively low cost. We implement a model driven exploration approach to reduce the risk associated with early-stage projects for ourselves, our shareholders, and the environment. This approach led us to option the Root & Cellar Property from a Newfoundland prospector, who discovered the mineralization, and then its advancement to a large gold-silver-tellurium and copper porphyry system.