Mr. Roger Moss reports
LABRADOR GOLD CLOSES $2.1 MILLION FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES APPOINTMENT OF RAYMOND D. HARARI AS DIRECTOR
Labrador Gold Corp. closed on Oct. 19, 2026, the first tranche of its non-brokered private placement offering, first announced on Sept. 17, 2026, and due to strong investor interest, upsized on Oct. 13, 2026, from a maximum of $4-million to a maximum of $7-million.
The non-brokered private placement offering consists of: (i) common (hard-dollar) shares of the company issued on a non-flow-through basis; and (ii) common shares of the company that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada), each at a price of five cents per share, for aggregate gross proceeds of a minimum of $2-million and a maximum of $7-million, representing the issuance of between 40 million and 140 million shares.
The closing of the first tranche comprised subscriptions by Matachewan Consolidated Mines Ltd. and McChip Resources Inc. for $2,133,790.45 of flow-through shares, representing 42,675,809 flow-through shares.
The offering will remain open until the earlier of the sale of the remaining hard-dollar shares and flow-through shares and Oct. 23, 2026.
In addition to the statutory hold period expiring Feb. 20, 2027, the flow-through shares issued to the lead investors are subject to a one-year contractual lock-up, expiring Oct. 19, 2027, subject to customary exceptions.
In connection with the closing of the first tranche and as previously announced on Sept. 17, 2026, Raymond D. Harari has been appointed as a director of the company. Mr. Harari is the lead investors' initial nominee to the board of directors under the investor rights agreement entered into between the company and the lead investors. The lead investors have the right to nominate a second director to the board of directors of the company at the next annual meeting to be held on or before April 30, 2027. As previously disclosed in the company's news release dated Sept. 17, 2026, the company had intended to appoint Mr. Harari as president effective upon closing. The investor rights agreement no longer provides for that appointment, and, while Mr. Harari has not been appointed as president at this time, he may be appointed president in the future.
Mr. Harari is the founder of Canalis Capital, a merchant bank focused on the resource sector, and currently serves as president and director of Argentina Metals Corp. (TSX Venture Exchange listed) and director of Lunex Metals Corp. (TSX-V listed) and Bolivar Gold (private). He has served as a senior executive and director of a number of publicly listed mineral exploration companies, including Hercules Metals Corp., Westward Gold Inc. and Sendero Resources Corp.
The investor rights agreement is a customary agreement providing the lead investors with the right to nominate two directors to the board of directors of the company, along with certain information, participation and top-up rights for so long as the lead investors and their permitted transferees collectively hold at least 10 per cent of the issued and outstanding common shares of the company. The participation and top-up rights are intended to permit the lead investors, subject to customary exclusions, applicable law, acceptance of the TSX-V and a maximum ownership level of 19.99 per cent unless any required shareholder approval is obtained, to maintain their collective pro rata ownership percentage in connection with subsequent issuances of securities by the company. Any further shares acquired by the lead investors under the offering will also be subject to a one-year contractual lock-up, subject to customary exceptions. The requirement that the lead investors vote the common shares of the company held by them in favour of the existing board of directors and the lead investors' nominees at the next annual meeting has been removed from the investor rights agreement. Additionally, the requirement that for a period of two years, the lead investors vote in favour of the election of Roger Moss and Leo Karabelas as directors of the company, has also been removed.
The offering
The offering consists of the shares, each at a price of five cents per share, for aggregate gross proceeds of a maximum of $7-million, representing the issuance of up to 140 million shares.
The final tranche of the offering will close on or about Oct. 23, 2026. The participants in and the number of hard-dollar shares and flow-through shares to be issued under the final tranche will be determined by the company and the lead investors, provided that the aggregate gross proceeds of the offering will not exceed $7-million. In the final tranche, the lead investors intend to subscribe for hard-dollar shares such that, together with the flow-through shares acquired in the first tranche, the lead investors will collectively hold up to 19.99 per cent of the issued and outstanding common shares of the company following completion of the offering.
The gross proceeds from the sale of the flow-through shares will be used to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as those terms are defined in the tax act, on the company's mineral properties in Canada. The company will renounce the qualifying expenditures in favour of the subscribers of the flow-through shares with an effective date no later than the date permitted under the tax act, in an aggregate amount not less than the gross proceeds raised from the issuance of the flow-through shares. The net proceeds from the sale of the hard-dollar shares will be used for exploration and development activities, working capital and general corporate purposes.
All securities issued under the offering will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the TSX-V. The offering remains subject to final acceptance of the TSX-V. The company does not intend to pay finders' fees in connection with the offering.
Four insiders of the company intend to subscribe for 8.7 million flow-through shares and three million hard-dollar shares for an aggregate of $585,000 on the closing of the final tranche. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the company that will be issued to the insiders will not exceed 25 per cent of its market capitalization.
About Labrador Gold Corp.
Labrador Gold is a Canadian-based hybrid mining and investment issuer focused on the acquisition and exploration of prospective mineral projects in Canada and on strategic investments in mining companies and assets that the company believes have the potential to generate long-term value.
The Mariposa project covers 16,000 hectares in the White Gold district and is 40 kilometres southeast of the White Gold project and 30 kilometres east-northeast of Fuerte's Coffee gold project. Mariposa shares many geological similarities to both the Golden Saddle (part of the White Gold project) and Coffee gold deposits, including host lithologies, mineralization style and structural control. The property occurs at the headwaters of significant placer gold-producing creeks with historic placer production of 73,000 ounces from Scroggie Creek, indicative of significant bedrock gold mineralization yet to be fully defined. Six significant gold occurrences have been delineated by over 13,000 soil samples to date, including the most advanced Skookum Main and Skookum West prospects.
The Watson project, a joint venture with Nemo Resources Inc., represents the largest landholding in the Fort Hope greenstone belt, which is significantly underexplored compared with other greenstone belts (for example, 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 (for example, 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 kilometres. While typical of greenstone belts globally, the area has been underexplored. Labrador Gold's work to date has identified gold anomalies in rocks, soils and lake sediments across a three-kilometre section of the northern portion of the belt. Five gold occurrences lie along this trend, four of which were discovered by Labrador Gold. Additional anomalous gold values occur across approximately 40 kilometres of the southern portion of the belt. Recent exploration has also demonstrated potential for copper, nickel and cobalt.
The Borden Lake project near Chapleau, Ont., lies immediately southeast of Discovery Silver Corp.'s Borden gold mine. Past exploration by Labrador Gold identified two anomalous gold zones based on geochemistry and geophysics.
The company has 213,485,788 common shares issued and outstanding and trades on the TSX-V under the symbol LAB.
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