LABRADOR GOLD ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS IN CONNECTION WITH A PROPOSED CHANGE OF BUSINESS
Proposes Change of Business to a mining/investment issuer
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Adds renowned geologist Dr. Quinton Hennigh as Investment Advisor
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Mr. Kevin Ramsay, CPA, CA, will join the Board of Directors
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Annual General and Special Meeting to be held on February 24, 2026
HIGHLIGHTS
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The Company plans to change its business focus from a pure exploration company to an exploration
and investment issuer, maintaining exploration activities while also make equity investments in other
resource companies (the “Change of Business”)
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The Company will invest primarily in privately held and publicly traded mining and exploration
companies where it can be actively involved in the management or where it seeks to exercise control
of the companies in which it invests
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The Company’s initial investment will be the purchase of $1 million of Units of Northern Shield
Resources Inc. pursuant to a Subscription Receipts financing
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Dr. Quinton Hennigh will join LabGold as investment advisor
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Mr. Kevin Ramsay, CPA, CA will join the Board of Directors as an independent director and Chair of
the Audit Committee
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The Company will continue to be an active junior resource issuer with continued exploration of the
Hopedale Property as its Qualifying Property for the purpose of the Change of Business
Significant Premium
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Immediate and significant premium of approximately 16% to the October 31, 2025 closing price
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Substantial equity participation in Coeur's well-balanced portfolio of mines in North America, while retaining meaningful exposure to future upside at New Afton and Rainy River with New Gold shareholders owning approximately 38% of the combined company.
Gained Exposure
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Allows New Gold shareholders to gain exposure to a combined entity with greater scale and operating diversification thereby significantly reducing risk
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Uniquely positions the combined company's robust financial strength and flexibility, along with its extensive underground mining expertise, to unlock the full potential of New Afton and Rainy River
Enhanced Trading Liquidity
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Offers significantly enhanced trading liquidity and capital markets exposure with a U.S. listing combined with a new Toronto Stock Exchange ("TSX") listing being sought by Coeur in connection with this Transaction
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Potential for significant additional ETF ownership and eligibility for larger generalist investors
Combined Culture
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A combination with a company sharing similar culture values and alignment on safety and caring for its workforce and local communities
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Significant re-rate opportunity for the combined entity, providing additional potential value for New Gold shareholders
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The addition of New Gold's two Canadian mines results in a combined company with seven North American operations generating $3 billion of expected EBITDA and $2 billion of expected free cash flow in 2026.
Under the terms of the Arrangement Agreement, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share (the "Exchange Ratio").
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The Exchange Ratio implies consideration of $8.51 per New Gold common share, based on the closing price of Coeur shares of common stock on the New York Stock Exchange ("NYSE") on October 31, 2025. This represents a 16% premium to the October 31, 2025 closing price of New Gold on the NYSE American.
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The Board of Directors of New Gold appointed a special committee of independent directors (the "Special Committee") to consider and make a recommendation with respect to the Transaction. Based on the unanimous recommendation of the New Gold Special Committee, and after consultation with its outside financial and legal advisors, the Board of Directors of New Gold has unanimously approved the Transaction. The Board of Directors of New Gold recommends that New Gold shareholders vote in favor of the Transaction.
Annual and Special Meeting Logistics
Meeting Date
February 24, 2026
Meeting Date
Thursday, June 27, 2024 at 11:00 a.m. (Eastern Standard Time)
Record Date
May 15, 2024
Proxy Cut-off Date
Tuesday, June 25, 2024 at 11:00 a.m. (Eastern Standard Time)
Meeting Location
At the offices of Gardiner Roberts LLP, Bay-Adelaide Centre- East Tower, 22 Adelaide Street West, Suite 3600,
Toronto, Ontario, M5H 4E3, in the Islands Boardroom,
Additional Information
Transfer Agent: TSX Trust Company
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