Kaminak Gold Corporation

Kaminak Gold Corporation

May 31, 2013 16:20 ET

Kaminak Adopts Advance Notice Policy and Amends Employee Stock Options

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 31, 2013) - Kaminak Gold Corporation (TSX VENTURE:KAM) ("Kaminak" or the "Company") today announced that the board of directors of the Company (the "Board") has approved an Advance Notice Policy effective on May 23, 2013, which will be presented to shareholders of the Company for ratification at its next annual general meeting of shareholders in early 2014. Further, the Company announced that, subject to any required regulatory approval, the company is amending stock option agreements in the aggregate amount of 963,000 which it had entered into with several of its employees and consultants to reduce the exercise price of such options from a weighted average price of $3.25 per share to $1.00 per share. All of the other terms and conditions of the option agreements remain unchanged.

Advance Notice Policy

The Advance Notice Policy includes, among other things, a provision that requires advance notice be given 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.

Additionally, the Advance Notice Policy sets a deadline by which holders of record of common shares in the capital of the Company must submit director nominations to the Company prior to any annual general or special meeting of shareholders, sets forth the information that a shareholder must include in the notice to the Company, and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.

In the case of an annual general meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual general meeting. However, in the event that the annual general 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 general meeting was made, notice may be made not later than the close of business on the tenth day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual general meeting) notice to the Company must be made not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting was made.

The full text of the Advance Notice Policy is available under the Company's profile on SEDAR at www.sedar.com.

Amendment to Employee Stock Options

The exercise price reduction is granted to restore the incentive objective of the option agreements, which has been lost as a result of declines in the price of the Company's shares occurring in the recent market downturn.

More specifically, the Board of Directors of Kaminak wishes to communicate that:

  • The option re-pricing relates to those options granted to employees and consultants only. Options issued to Directors and Officers are not subject to re-pricing

  • Kaminak employees have demonstrated commitment and diligence to successfully advance the Coffee Gold Project over three consecutive exploration seasons, taking the project from a gold-in-soil anomaly in 2009 to a 3.2 million ounce Inferred Resource by December of 2012

  • The current Stock Option Plan does not have sufficient capacity for the Board to grant new options to restore the incentive objective of the Plan

Eira Thomas, CEO, commented: "Kaminak depends on the skill and commitment of its employees and recognizes that Stock Options are an important compensation incentive for attracting and retaining a qualified workforce. The prolonged downturn in the exploration sector has negatively impacted Kaminak's share price, despite a strong track record of exploration success over the past three years. We believe it is in the interest of all shareholders to re-price Employee Stock Options at this time."

Under the Company's Stock Option Plan, the Company has the ability to grant up to 10% of the Company's issued and outstanding share capital in stock options. TSX Venture Exchange policies require that all options granted to Insiders of the Company receive Disinterested Shareholder Approval and have had at least six months lapse since the date the options were originally granted. None of the options being amended were granted to Insiders of the Company and all options have had at least six months lapse from their original grant date.

On behalf of the Board of Directors of Kaminak

Eira Thomas, President and CEO

Kaminak Gold Corporation

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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