Northern Freegold Adopts Advance Notice Policy, Re-Prices and Grants Options
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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