Northern Shield Adds Flow-Through Component to Current Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

OTTAWA, ON, April 1, 2025 /CNW/ - Northern Shield Resources Inc. ("Northern Shield" or the "Company") (TSXV: NRN) is pleased to announce that it intends to add a flow-through unit component to its current non-brokered private placement financing first announced in a press release dated March 3, 2025 (the "Offering").

The flow-through component (the "FT Component") will be comprised of flow-through units ("Flow-Through Units") at $0.05 per Flow-Through Unit. Each Flow-Through Unit will consist of one common share in the capital of the Company (a "Common Share") issued on a flow-through basis within the meaning of the Income Tax Act (Canada) and one-half of one Common Share purchase warrant (a "FT Warrant"). Each FT Warrant is exercisable for one Common Share at a price of $0.125 per share within 24 months of the closing. Proceeds from the FT Offering will be used to incur eligible exploration expenses at the Root & Cellar Property ("Qualifying Expenditures") and the Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Units for the year ended December 31, 2025.

The proceeds will be used to fund a planned 3,000 m drill program to test a large 3D magnetic model with local, coincident IP chargeability anomalies that underlie part of the Conquest Zone at Root & Cellar. Drilling in 2023 along with the extension of the Discovery Trench in 2024 identified multiple occurrences of visible gold with grades of grab samples up to 78 g/t Au (see Company News Release, September 5, 2024). On-going work has indicated this area to be the very top of an up-flow or feeder zone of an intact epithermal system. The 3D magnetic model shows the Discovery Trench area to correlate with one "branch" of the much larger magnetic model (Figure 1).

The Flow-Through Units will be sold to "accredited investors" and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws as described in the March 3, 2025 press release. Securities issued under the FT Component are subject to restrictions on resale for a period of four months and a day from the date of closing. The Offering is subject to final approval of the TSX Venture Exchange. 

Further to the Company's news release dated March 10, 2025, the Company confirms that it has received final approval to extend by one year the expiry date of a total of 2,942,308 common share purchase warrants, including 1,250,000 which were set to expire on March 22, 2025 and 1,692,308 which are set to expire on April 8, 2025.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Technical information in this news release was reviewed and approved by Christine Vaillancourt, P.Geo., the Company's Chief Geologist and a Qualified Person under National Instrument 43-101.

About Northern Shield Resources

Northern Shield Resources Inc. is a Canadian-based company known as a leader in generating high-quality exploration targets that views greenfield exploration as an opportunity to find a Tier 1 asset, near surface, and at relatively low cost. We implement a model driven exploration approach to reduce the risk associated with early-stage projects for ourselves, our shareholders, and the environment. This approach led us to option the Root & Cellar Property from a Newfoundland prospector, who discovered the mineralization, and then its advancement to a large gold-silver-tellurium and copper porphyry system.

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.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking information which is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ from those projected in the forward-looking statements. Forward looking statements in this press release but are not limited to, statements with respect to the expectations of management regarding the Offering including the FT Component, the expectations of management regarding the closing of additional tranches, the use of proceeds of the Offering, including the FT Component, closing conditions for the FT Component, and TSX Venture Exchange final approval of the Offering, including the FT Component. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include the TSX Venture Exchange may not provide final approval of the Offering or the FT Component; the Company may be unable to identify subscribers for the FT Component; the proceeds of the FT Component may not be used as stated in this news release; the funds raised from the sale of the Flow-Through Units may not be renounced in favour of the holders; the Company may be unable to satisfy all of the conditions to the closing required by the TSX Venture Exchange. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

SOURCE Northern Shield Resources Inc.