News Column

Frontline Gold Announces Receipt of TSXV Approval - Share Issuance under Debt Settlement Agreement

May 29, 2014

Newsfile Corp.

Toronto, Ontario--(Newsfile Corp. - May 29, 2014) - Frontline Gold Corporation (TSXV: FGC) ("Frontline" or the "Corporation") is pleased to announce receipt of conditional TSX-V approval to issuance 14,379,688 common shares of the Corporation at a deemed price of $0.052 per share, with non-arm's length parties as per the Debt Settlement Agreement previously announced.

Debt Settlement Agreement

Further to Frontline's news release dated March 31, 2014, announcing that the Corporation had entered into a debt settlement agreement (the "Agreement") with one arm's length service provider/creditor (the "Creditor" or "Geofine"), the TSX-V has conditionally approved the issuance of 14,379,688 common shares of the Corporation at a deemed price of $0.052 per share, with non-arm's length parties subject to the Corporation closing of the Agreement and satisfying all costs associated with the issuance of the common shares. The Agreement will close following the meeting of the following outstanding terms:



Pay the 2013, Poly, Lord Nelson Tenures, Mill, and Stewart option payments aggregating $50,000 (broken down as follows: Poly option $35,000 and Stewart option $15,000);





Issue 155,000 shares required in relation to the 2013 share payment obligations pursuant to the Poly and Stewart options entered into back on July 10, 2010 (broken down as follows: under the Stewart option 90,000 shares and under the Poly options 65,000 shares; and





Letters of Amendment (the "LOA") of some specific provisions of the Poly, Lord Nelson Tenures, Mill, and Stewart Option Agreements.

The Agreement, allows the Corporation to maintain its options held in the Poly and Stewart gold properties in the Stewart Region of British Columbia. The issuance of the Frontline Shares will not result in a change of control of the Company and the shares will be subject to a four-month hold period from the date of settlement.

Corporate Update - Poly and Stewart Properties

The Corporation is continuing with its planning and funding efforts to advance both the Poly and Stewart Properties in anticipation of a summer/fall 2014 exploration program.

The Corporation is currently evaluating and negotiating with a group of service providers in the Stewart area, that provide exploration related mining services, to fund on behalf of the Corporation monies required under the Agreement in exchange for committing to engaging their services in the Corporation's summer/fall exploration program.

The Corporation is continuing it discussions with a few parties in effort to complete an equity financing to fund the summer/fall 2014 exploration program on the Poly and Stewart properties. The Corporation cautions that there can be no assurances that an equity financing can be completed.


The Stewart Property requires a minimum 2014 exploration program of about $200,000 to generate the necessary assessment work to maintain the large property.

As discussed above, contingent on budget availability, a proposed C$900,000 drill program would entail at least 2000 m of diamond drilling. The proposed program would comprise 4, ~250 m holes and 2-3, ~450 m holes to test the down dip and along strike extension of the A and E Zones within the Deltaic Grid.


A 2014 follow-up program totalling about $535,000 and including at least 1000 m of diamond drilling is proposed to further test the potential of an Eskay Creek type precious metal target.

Remaining exploration expenditures on the Poly Tenures of the Poly Property is $98,143 (plus 2014 & 2015 Option and Share Payments) to earn its 70% interest in the Poly Tenures. A 2014 minimum $200,000 exploration program is planned on the Lord Nelson Tenures (LNT) which forms part of the Poly Property. LNT expenditures are credited toward the earn-in on the Poly Tenures.

The Corporation is also currently evaluating acquisition opportunities throughout the Stewart Region of British Columbia.

Corporate Update

The Frontline continues its process of identifying, examining and consideration of a range of strategic alternatives for all of the Corporation's projects. Strategic alternatives may include, but are not limited to, enhancing its current land positions through strategic share-based deal acquisitions, a sale of all or a material portion of the assets of Frontline, either in one transaction or in a series of transactions, the outright sale of the Company, or a merger or other business combination transaction involving Frontline and a third party.

Frontline cautions that there can be no assurances that the process will result in the Company entering into a transaction or, if a transaction is undertaken, as to the terms or timing of such a transaction. The Company has not yet set a definitive schedule to complete the identification, examination and consideration of strategic alternatives. It is Frontline's current intention not to disclose developments with respect to the process until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary or appropriate.

About Frontline's Poly/Stewart Projects

Frontline holds an option to earn and acquire up to a 100% interest in both the Poly and Stewart Properties. The Poly and Stewart Properties are based in the Stewart Gold Camp in northwestern British Columbia. This is an evolving gold camp that hosts one of the world's richest Kuroko-type VMS precious metal deposits, Eskay Creek, as well as one of the world's largest undeveloped Cu-Au porphyry deposit, KSM/Snowfield, with over 90Moz of Au, 444Moz of Ag and 20B lbs Cu in resources. The Poly Property is contiguous with Mountain Boy Minerals and Great Bear Resources mineral tenures that host the BA Ag-Pb-Zn VMS deposit as well as with Teuton/Sabina's tenures that host the Del Norte VMS trend. The Poly Tenures straddle Hwy 37A and the Stewart Power Line about 35km NE of the year-round port of Stewart.

Frontline's gold-copper porphyry project the Stewart Property, also has potential for gold-copper VMS and epithermal mineralization. The Property straddles Highway 37 approximately 10 kilometres south of Bell 2 and its western tenures are contiguous with the KSM (Seabridge Gold Inc.) and Snowfield/Brucejack (now Pretium Resources Inc.) properties. In 2013 the Northwest Transmission Line was constructed through the western tenures along Hwy 37.

About Frontline Gold Corporation

Frontline is a Canadian junior mineral exploration company with an experienced discovery team and a proven record of accomplishment. The Company's principal properties include the Menderes gold project in the Izmir province of Western Turkey, the Poly and Stewart (gold-copper polymetallic) projects in the Stewart region of British Columbia and the Niaouleni gold project in southern Mali in the heart of West Africa's prolific gold belt. Other Canadian exploration properties include its Red Lake (gold) claims.

For further information, please visit the Company's website at to view the most recent corporate presentation.

The technical information in this news release was reviewed by David Molloy, P. Geo., a "qualified person" as defined in National Instrument 43-101.

This news release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: the availability of funds; the timing and content of work programs; results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses, fluctuations in metal prices; currency fluctuations; and general market and industry conditions.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 Contact:Walter Henry
 Telephone:(416) 362-9100
                   "Walter Henry"             Fax:(416) 362-9300
Walter Henry, President &
 Frontline Gold Corp. (TSX-V: FGC)
 1 Toronto Street, Suite 201
 Toronto, Ontario M5C 2V6


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

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Source: Newsfile Press Release Wire

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