Labrador Gold Corp. (TSX.V:LAB | OTCQX:NKOSF | FNR: 2N6)
(“
LabGold” or the “
Company”) is
pleased to announce that it has entered into a property purchase
agreement (the “
Definitive Agreement”) with New
Found Gold Corp. (“
NFG”), whereby NFG will acquire
a 100% interest in the Kingsway Project, including all property and
mining rights associated with the property, (the
“
Transaction”) in exchange for $20,000,000 CAD
(the “
Purchase Price”) payable and satisfied by
the delivery to LabGold of such number of NFG Common Shares (the
“
Consideration Shares”) determined by dividing the
Purchase Price by the closing price of the NFG Common Shares on the
TSX Venture Exchange (“
TSXV”) on the last trading
day prior to the closing of the Transaction. The Consideration
Shares will be subject to a resale restriction of four months and
one day from the closing of the Transaction.
“The LabGold team has worked hard over the last
four years to generate and test targets along the prospective
Appleton Fault Zone. This work resulted in the discovery of seven
gold occurrences from the nine targets drill tested, a 78% success
rate,” said Roger Moss, President and CEO of Labrador Gold. “As
shown in the recently completed NI43-101 Technical Report, a number
of untested targets remain on the property, in addition to
potential extensions of many of the gold occurrences. However, we
understand the significant amount of drilling required to make
these discoveries and we are happy that New Found Gold is proposing
to take up the challenge at Kingsway. We believe that their
experience at Queensway to the south will be critical as they
explore the Kingsway Project and demonstrate the true potential of
the district,” Moss added.
LabGold’s board of directors has unanimously
recommended that LabGold’s shareholders vote in favour of the
Transaction. The directors and officers of LabGold have entered
into voting and support agreements with NFG, pursuant to which they
have agreed, among other things, to vote their shares in favour of
the Transaction.
The Transaction is expected to close in the
third quarter of 2023 and is subject to customary conditions,
including receipt of necessary regulatory and stock exchange
approvals and approval from a 66 2/3% majority of the votes cast by
LabGold Shareholders at the next annual general and special meeting
of LabGold to be scheduled for early July, 2024.
The Definitive Agreement includes customary
deal-protection provisions. LabGold has agreed not to solicit or
initiate any discussion regarding any other business combination or
acquisition. In the event that LabGold validly terminates the
Definitive Agreement to accept a Superior Proposal (as defined in
the Definitive Agreement), LabGold will be required to pay NFG a
termination fee of $500,000.
Additional information regarding this proposed
Transaction will be provided in the management information circular
that will be mailed to registered shareholders and filed on SEDAR
at www.sedarplus.com.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news release.
About Labrador Gold
Labrador Gold is a Canadian based mineral
exploration company focused on the acquisition and exploration of
prospective gold projects in Eastern Canada. Labrador Gold’s
flagship property is the 100% owned Kingsway project in the Gander
area of Newfoundland. The four licenses comprising the Kingsway
project cover approximately 12km of the Appleton Fault Zone which
is associated with numerous gold occurrences in the region.
Infrastructure in the area is excellent located just 18km from the
town of Gander with road access to the project, nearby electricity
and abundant local water. LabGold’s drilling targeting high-grade
epizonal gold mineralization along the Appleton Fault Zone has
outlined seven gold prospects to date. The Company has
approximately $6.5 million in working capital.
The Hopedale property covers much of the
Florence Lake greenstone belt that stretches over 60 km. The belt
is typical of greenstone belts around the world but has been
underexplored by comparison. Work to date by Labrador Gold show
gold anomalies in rocks, soils and lake sediments over a 3
kilometre section of the northern portion of the Florence Lake
greenstone belt in the vicinity of the known Thurber Dog gold
showing where grab samples assayed up to 7.8g/t gold. In addition,
anomalous gold in soil and lake sediment samples occur over
approximately 40 km along the southern section of the greenstone
belt. Labrador Gold now controls approximately 40km strike length
of the Florence Lake Greenstone Belt.
The Company has 170,009,979 common shares issued and outstanding
and trades on the TSX Venture Exchange under the symbol LAB.
For more information please contact: Roger Moss, President and
CEO Tel: 416-704-8291
Or visit our website at: www.labradorgold.com
X: @LabGoldCorp
This News Release should not be considered a comprehensive
summary of the Transaction. Additional information will be
disseminated at a future date. Completion of the Transaction is
subject to a number of conditions including, but not limited to,
TSXV approval. The Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Information Circular to be prepared in connection with the
Transaction, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Forward-Looking Statements:
This news release contains forward-looking statements that involve
risks and uncertainties, which may cause actual results to differ
materially from the statements made. When used in this document,
the words “may”, “would”, “could”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” and similar
expressions are intended to identify forward-looking statements.
Such statements reflect our current views with respect to future
events and are subject to risks and uncertainties. Many factors
could cause our actual results to differ materially from the
statements made, including those factors discussed in filings made
by us with the Canadian securities regulatory authorities. Should
one or more of these risks and uncertainties, such as actual
results of current exploration programs, the general risks
associated with the mining industry, the price of gold and other
metals, currency and interest rate fluctuations, increased
competition and general economic and market factors, occur or
should assumptions underlying the forward looking statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, or expected. We do not
intend and do not assume any obligation to update these
forward-looking statements, except as required by law. Shareholders
are cautioned not to put undue reliance on such forward-looking
statements.
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