Northern Freegold Adopts Advance Notice Policy, Re-Prices and Grants Options
August 19 2013 - 1:00PM
Access Wire
Vancouver, BC: August 19, 2013.
Northern Freegold Resources Ltd. (TSX-V: NFR) (OTCQX: NFRGF)
(the "Company") announces the approval by the Board
of an Advance Notice Policy (the "Policy"), which requires advance
notice to the Company in circumstances where nominations of persons
for election to the Board are made by shareholders of the Company
other than pursuant to: (i) a requisition of a meeting made
pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"), or (ii) a shareholder proposal
made pursuant to the provisions of the Act.
Among other things,
the Policy fixes a deadline by which holders of record of common
shares of the Company must submit director nominations to the
Company prior to any annual or special meeting of shareholders and
sets forth the information that a shareholder must include in the
notice to the Company for the notice to be in proper written
form.
In the case of an
annual meeting of shareholders, notice to the Company must be made
not less than 30 nor more than 65 days prior to the date of the
annual meeting; provided, however, that in the event that the
annual meeting is to be held on a date that is less than 50 days
after the date on which the first public announcement of the date
of the annual meeting was made, notice may be made no later than
the close of business on the 10th
day following such public announcement.
In the case of a
special meeting of shareholders (which is not also an annual
meeting), notice to the Company must be made not later than the
close of business on the 15th
day following the day on which the first public
announcement of the date of the special meeting was
made.
The Policy is
effective March 5, 2013. Shareholder approval to amend the articles
of the Company to include the provisions of the Policy will be
sought at the Company's next annual general and special meeting,
October 10, 2013. The full text of the Policy is available under
the Company's SEDAR profile at www.sedar.com.
The Company also announces that its
Board of Directors has approved the grant of 2,755,000 stock
options to directors, officers, employees, and consultants pursuant
to the Company's approved stock option plan. The options are
exercisable at a price of $0.10 per share, have a term of five
years, and will vest in accordance with TSX Venture Exchange rules.
The issuance of options is subject to the approval of the TSX
Venture Exchange.
Northern Freegold has re-priced
10,740,000 options issued to directors, officers, employees, and
consultants to reflect current market conditions. The options were
granted in 2009, 2010, 2011 and 2012 at exercise prices ranging
from $0.17 to $0.35. The new exercise price will be set at $0.10
with vesting provisions and expiry dates of the re-priced options
remaining unchanged. The re-pricing of options held by directors
and officers is subject to disinterested shareholder approval at
the Company's upcoming annual general and special meeting. The
re-pricing of options is subject to approval of the TSX Venture
Exchange.
About Northern
Freegold
Northern Freegold Resources Ltd.
(TSX.V: NFR; OTCQX: NFRGF) trades in Canada on the TSX Venture
Exchange under the symbol "NFR" and in the United States on the
OTCQX under the symbol "NFRGF". Northern Freegold is a growth
oriented Canadian-based precious metals exploration and development
company. Northern Freegold brings wide-ranging
expertise and strong management to focus on the development of its
district-scale Freegold Mountain gold and copper project in the
Yukon and the Burro Creek gold and silver property in
Arizona.
PR Contact for Northern Freegold
Resources Ltd.:
Andy Hay, Corporate
Communications, +1 (604) 893-8757, andy@northernfreegold.com
On behalf of the Board of
Directors
Signed "John Burges"
John Burges, President and CEO
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 Note Regarding
Forward-Looking Statements The information in this press release includes
certain "forward-looking statements". All statements, other than
statements of historical fact, included herein including, without
limitation, plans for and intentions with respect to the company's
properties, strategic alternatives, quantity of resources or
reserves, timing of permitting, construction and production and
other milestones, are forward looking statements. Statements
concerning Mineral Reserves and Mineral Resources are also
forward-looking statements in that they reflect an assessment,
based on certain assumptions, of the mineralization that would be
encountered and mining results if the project were developed and
mined in the manner described. Forward-looking statements involve
various risks and uncertainties. There can be no assurance that
such statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from NFR's expectations include the
uncertainties involving the need for additional financing to
explore and develop properties and availability of financing in the
debt and capital markets; uncertainties involved in the
interpretation of drilling results and geological testing and the
estimation of reserves and resources; the need for cooperation of
government agencies and First Nations groups in the exploration,
and development of properties; and the need to obtain permits and
governmental approval. NFR's forward looking statements reflect the
beliefs, opinions and projections of management on the date the
statements are made. NFR assumes no obligation to update the
forward looking statements if management's beliefs, opinions,
projections, or other factors should change.
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