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OTTAWA, ON, Oct. 29, 2025 /CNW/ - Northern Shield Resources Inc. ("Northern Shield" or the "Company") (TSXV: NRN) is pleased to announce that, in response to further investor demand, the Company has upsized its previously announced non-brokered private placement of common share units ("Units") and flow-through units of the Company ("FT Units") for aggregate gross proceeds of $1,100,000 to $1,160,000 (the "Offering") and that it has closed the first tranche of the Offering for aggregate gross cash proceeds of $835,000 (the "First Tranche").
Under the First Tranche of the Offering, the Company issued (i) 6,700,000 Units at a price of $0.05 per Unit, with each Unit consisting of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"); and (ii) 9,090,910 FT Units at a price of $0.055 per Unit, with each FT Unit consisting of one 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 whole FT Warrant is exercisable for one Common Share at a price of $0.075 per share within 12 months of closing and each Warrant is exercisable for one Common Share at a price of $0.075 per share within 36 months of closing.
Closing of the second and final tranche of the Offering is anticipated to occur on or about November 7, 2025, and is subject to certain customary conditions, including, without limitation, approval of the TSX Venture Exchange (the "TSXV"). All of the securities issued under the Offering will be subject to a four-month and one-day statutory hold period. Under the First Tranche, the Company did not pay any finder's fees in cash or securities.
In connection with the Offering, the Company will use the cash proceeds to continue the diamond drill program at the Company's Root & Cellar Property and for general working capital purposes.
The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This press 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.
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.
Forward-Looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's assessment of the Company's plans and operations relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contain these identifying words.
More particularly and without limitation, the forward‐looking information in this news release includes (i) expectations regarding the Company's financing plans and receipt of final TSXV approval; (ii) expectations concerning the Offering and the timing and closings thereof; (iii) expectations regarding the use of proceeds of the Offering; and (iv) expectations concerning the Company's business plans and operations. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information, but which may prove to be incorrect and are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
SOURCE Northern Shield Resources Inc.
Northern Shield Resources Inc., Ian Bliss, President and CEO, Tel.: (613) 232-0459, Fax: (613) 232-0760, info@northern-shield.com
