Group 1 - Labrador Gold (NKOSF) has acquired 16,666,667 Subscription Receipts of Northern Shield Resources for an investment of $1,000,000.02 at a price of $0.06 per Subscription Receipt [1] - The investment is conditional upon receiving LabGold shareholder and regulatory approval for a proposed change of business from a pure exploration company to an exploration and investment issuer [1] - Each Subscription Receipt will convert into one Unit of Northern Shield, which consists of one common share and one common share purchase warrant [1] Group 2 - The warrant allows the holder to purchase one additional common share at a price of $0.10 for a period of 36 months from the Escrow Release Date [1] - LabGold will have pre-emptive rights to participate in future financings of Northern Shield as long as it retains a 10% equity interest [1] - The Units will be subject to a voluntary lockup agreement prohibiting trading for four months from the Escrow Release Date [1] Group 3 - If LabGold shareholders do not approve the Change of Business, the Initial Investment Funds will be returned to LabGold, minus $20,000 for Northern Shield's reasonable expenses related to the financing [1]