Northquest Ltd. Announces Closing of Private Placement

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

TORONTO, July 26, 2012 /CNW/ - Northquest Ltd. (TSX-V:NQ) ("Northquest") is pleased to announce that it has closed it previously announced non-brokered private placement (the "Offering") pursuant to which Northquest has issued an aggregate of (i) 2,642,500 units ("Units") at a price of $0.20 per Unit; and (ii) 2,360,000 "flow-through" units ("FT Units") at a price of $0.25 per FT Unit, to raise aggregate gross proceeds of $1,118,500.  Each Unit consists of one common share of Northquest and one-half of one share purchase warrant (each whole such share purchase warrant, a "Warrant").  Each FT Unit consists of one "flow through" common share of Northquest and one-half of one Warrant.  Each Warrant entitles the holder thereof to acquire one additional common share of Northquest (which shall not be a "flow through share") at an exercise price of $0.50 per share for a period of 24 months, provided that if, at any time after the date which is four months and one day following closing, the closing price of the common shares of Northquest on the principal market on which such shares trade is equal to or exceeds $1.00 for 20 consecutive trading days, Northquest may accelerate the expiry date of the Warrants, in which event the Warrants will expire upon the date (the "Accelerated Expiry Date") which is 30 days following the dissemination of a press release by Northquest announcing the Accelerated Expiry Date.  Insiders of Northquest purchased an aggregate of 125,000 Units in the Offering to raise aggregate gross proceeds of $25,000.

In connection with the Offering, Northquest paid aggregate finder's fees of up to $47,250 to certain qualified registrants assisting in the Offering, and issued broker warrants to such finders entitling the holders to acquire an aggregate of up to 252,000 Units of Northquest at a price of $0.20 per Unit, for a period of two years.

The Offering remains subject to the final approval of the TSX Venture Exchange.  All securities issued and issuable in connection with the Offering are subject to a statutory hold period expiring on November 26, 2012.

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.

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Northquest, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, and the availability of financing. Readers are cautioned that the assumptions used in the preparation of such information, 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.

SOURCE: Northquest Ltd.

For further information:

Jon North, President and Chief Executive Officer 
(416) 786-6348

Profil de l'entreprise

Northquest Ltd.

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