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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. |