Northern Shield Provides Update on Flow-Through Financing

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

OTTAWA, Nov. 28, 2024 - Northern Shield Resources Inc. ("Northern Shield" or the "Company") (TSXV: NRN) is pleased to provide additional details on the terms of its recent offering of flow-through units ("Flow-Through Units") due to requests and market interest.

The non-brokered private placement (the "Offering"), the first tranche of which was closed for aggregate gross proceeds of $250,000 (see press release dated November 22, 2024), is intended to raise in aggregate up to $1.0 million at a price of $0.05 per Flow-Through Unit with each 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 $0.11 per share within 24 months of the closing. Proceeds from the Offering will be used to incur eligible exploration expenses at the Root & Cellar Property including a diamond drill program being planned for January ("Qualifying Expenditures") and the Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Units for the year ended December 31, 2024.

The Flow-Through Units will be sold to "accredited investors" and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws, and the Company has been authorized to pay up to 6% cash finders fees and up to 6% FT Warrants, where applicable, to certain registered brokers and dealers in respect of investors introduced to the Company who purchase Flow-Through Units.

Securities issued under the Offering 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. The Company anticipates closing additional tranches before the end of 2024.

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.

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 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, the expectations of management regarding the closing of additional tranches, the use of proceeds of the Offering,, closing conditions for the Offering, and TSX Venture Exchange final approval of the Offering. 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; the Company may be unable to identify additional subscribers; the proceeds of the Offering 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.