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Noka Resources Inc. Announces Grant of Stock Options and Adopts Shareholder Rights Plan

Vancouver, British Columbia, September 17, 2013 – Noka Resources Inc. (TSXV: NX) (the “Company”)announces that it has granted an aggregate of 1,500,000 incentive stock options to directors, officers, consultants and employees of the Company.  All of the stock options are exercisable at a price of $0.25 per share for a period of five (5) years ending September 17, 2018.  The stock options have been granted under and are governed by the terms of the Company's incentive stock option plan.
The Company also announces that its Board of Directors has approved the adoption of a shareholder rights plan (the “Shareholder Rights Plan”).

The Shareholder Rights Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of the Company. The Shareholder Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.

The Shareholder Rights Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders.

The Shareholder Rights Plan is similar to rights plans adopted by other Canadian corporations. Under the terms of the Shareholder Rights Plan, one right will be issued by the Company for each outstanding common share of the Company at the close of business today and for each common share of the Company issued in future (subject to the terms of the Shareholder Rights Plan). The rights issued under the Shareholder Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the “Permitted Bid” provisions of the Shareholder Rights Plan or without the approval of the Company’s Board of Directors.

Permitted Bids must be made to all holders of the Company’s common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

If a take-over bid does not meet the Permitted Bid requirements of the Shareholder Rights Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.

The Shareholder Rights Plan became effective as of September 17, 2013 and must be ratified by shareholders within six months in order to continue to be effective. The Shareholder Rights Plan is also subject to approval by the TSX Venture Exchange. A copy of the Shareholder Rights Plan will be available at www.sedar.com.

The Company is not adopting a Shareholder Rights Plan in response to any proposal to acquire control of the Company.  


For further information, contact Navjit Dhaliwal, President and Chief Executive Officer, at [email protected]or 604-678-5308 or visit www.nokaresources.com.

ON BEHALF OF THE BOARD
“Navjit Dhaliwal”
                            
Navjit Dhaliwal, President and Chief Executive Officer
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE 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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