Northern Star Mining Corporation
TSX VENTURE : NSM

Northern Star Mining Corporation

April 04, 2006 09:44 ET

Northern Star Announces Shareholders Rights Plan

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 4, 2006) - Northern Star Mining Corp. (TSX VENTURE:NSM). The Company announces that its Board of Directors has approved and adopted a Shareholders Rights Plan (the "Plan") effective immediately. The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e. an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions:

1. The offer is made to all shareholders and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;

2. The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;

3. The offer must contain an irrevocable and unqualified provision that any share deposited may be withdrawn at any time until being taken up and paid for; and

4. The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offeror will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.

The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid.

The Plan is subject to the acceptance of regulatory authorities, ratification by the shareholders of the Company, and the acceptance of the rights agent.

The company is also pleased to announce that it has retained the services of O & M Partners, LLC of New York City to provide investor relations services for the Company in the USA. O & M Partners will be responsible for initial contacts and meetings with institutional investors, independent money mangers and market makers in the USA for the Company.

The terms of the agreement with O & M Partners is as follows: The contract will run for 10 months, with monthly cash payments of $3,000 and stock options for 225,000 shares at today's closing market price less the maximum allowed discount per TSX Venture policy.

Also, Further to its news release of December 21, 2005, the Company announces that it has cancelled its contract with Agora Investor Relations Corp. The Company wishes to thanks Agora for their help in servicing the company's shareholders.

The Company also announces that is has granted in total 425,000 stock options, with the following breakdown, 200,000 stock options to certain employees, officers, consultants and directors of the company at today's closing market price and 225,000 options at today's closing market price less the maximum allowed discount per TSX Venture policy.

ON BEHALF OF THE BOARD

"Michel David"

Michel David, Director

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Northern Star Mining Corporation
    John Awde
    Investor Relations
    TOLL FREE (800) 460-5031 or (819) 825-8088
    (819) 825-1199 (FAX)
    www.nsmgold.com