Golden Labrador (NKOSF) has acquired 16,666,667 subscription receipts from Northern Shield Resources at $0.06 per subscription receipt for an investment of $1,000,000.02 pursuant to a subscription agreement dated December 5. The initial investment funds are held in escrow and the release of funds to Northern Shield will be conditional on LabGold shareholder receipt and regulatory approval for its proposed change of business from a pure-play exploration company to an exploration and investment issuer. This allows LabGold to maintain its exploration activities while still being able to make equity investments in other resource companies as set out in the COB press release. Each Subscription Receipt will entitle LabGold to receive, without further action or additional consideration, and subject to adjustment, one Northern Shield Unit upon satisfaction of the Collateral Release Conditions. Each unit consists of one Northern Shield common share and one common share purchase warrant. Each Warrant entitles the holder 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 a further consideration for LabGold in respect of the Northern Shield financing, as long as LabGold retains a 10% equity interest in Northern Shield, LabGold will have the following rights: a pre-emptive right to participate in future Northern Shield financings to maintain its equity interest in Northern Shield following the issuance of the Units to LabGold and the right to appoint a technical advisor to help guide the exploration activities carried out on the Northern Shield properties. The Units will be subject to a voluntary lock-up agreement which will prohibit trading in the Common Shares, Warrants or Warrant Shares for a period of four months from the Escrow Release Date. In the event LabGold shareholders do not 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 of its reasonable expenses in connection with the financing of Northern Shield.
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