Mr. Ian Bliss reports

NORTHERN SHIELD COMPLETES NON-BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS

Northern Shield Resources Inc. has closed its previously announced (see press release dated Dec. 8, 2025) strategic non-brokered private placement with Labrador Gold Corp. (TSX Venture Exchange: LAB), whereby the company issued an aggregate of 16,666,667 subscription receipts to LabGold at a price of six cents per subscription receipt for aggregate gross proceeds of $1-million.

The offering

The aggregate gross proceeds of the offering (the escrowed funds) 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 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 10 cents 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-per-cent 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 adviser 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 finders' 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.

About Northern Shield Resources Inc.

Northern Shield Resources 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. The company implements a model-driven exploration approach to reduce the risk associated with early stage projects for itself, its shareholders and the environment. This approach led the company 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.

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