
Labrador Gold Corp. (TSX-V: LAB) (FNR: 2N6) is pleased to announce the closing, on October 19, 2026, of the first tranche of its non-brokered private placement offering, first announced on September 17, 2026 and due to strong investor interest, upsized on October 13, 2026 from a maximum of $4,000,000 to a maximum of $7,000,000.
The non-brokered private placement offering consists of: (i) common 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 $0.05 per Share, for aggregate gross proceeds of a minimum of $2,000,000 and a maximum of $7,000,000, representing the issuance of between 40,000,000 and 140,000,000 Shares.
The closing of the first tranche comprised subscriptions by Matachewan Consolidated Mines, Limited (TSX.V: MCM-A) and McChip Resources Inc. (TSX.V: MCS) for $2,133,790.45 of FT Shares, representing 42,675,809 FT Shares.
The Offering will remain open until the earlier of the sale of the remaining HD Shares and FT Shares and October 23, 2026.
In addition to the statutory hold period expiring February 20, 2027, the FT Shares issued to the Lead Investors are subject to a one-year contractual lock-up, expiring October 19, 2027, subject to customary exceptions.
In connection with the closing of the first tranche and as previously announced on September 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 September 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. (TSXV listed) and director of Lunex Metals Corp. (TSXV 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% 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 Venture Exchange and a maximum ownership level of 19.99% 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 $0.05 per Share, for aggregate gross proceeds of a maximum of $7,000,000, representing the issuance of up to 140,000,000 Shares.
The final tranche of the Offering will close on or about October 23, 2026. The participants in, and the number of HD Shares and FT 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 $7,000,000. In the final tranche, the Lead Investors intend to subscribe for HD Shares such that, together with the FT Shares acquired in the first tranche, the Lead Investors will collectively hold up to 19.99% of the issued and outstanding common shares of the Company following completion of the Offering.
The gross proceeds from the sale of the FT 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 FT 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 FT Shares. The net proceeds from the sale of the HD 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 TSXV. The Offering remains subject to final acceptance of the TSXV. The Company does not intend to pay finder’s fees in connection with the Offering.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
Four insiders of the Company intend to subscribe for 8,700,000 FT Shares and 3,000,000 HD 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 which will be issued to the insiders will not exceed 25% of its market capitalization.
About Labrador Gold
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 ha 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 oz from Scroggie Creek (3) 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 to other greenstone belts (e.g. 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 (e.g. 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 kilometers. While typical of greenstone belts globally, the area has been underexplored. LabGold’s work to date has identified gold anomalies in rocks, soils, and lake sediments across a three-kilometer section of the northern portion of the belt. Five gold occurrences lie along this trend, four of which were discovered by LabGold. Additional anomalous gold values occur across approximately 40 kilometers of the southern portion of the belt. Recent exploration has also demonstrated potential for copper, nickel, and cobalt.
The Borden Lake project near Chapleau, Ontario lies immediately southeast of Discovery Silver Corp’s Borden gold mine. Past exploration by LabGold 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 Venture Exchange under the symbol LAB.
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