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TORONTO, June 21, 2012 /CNW/ - Northquest Ltd. (TSX-V:NQ) ("Northquest") is pleased to announce that it proposes to complete a non-brokered private placement (the "Offering") pursuant to which Northquest will issue (i) units ("Units") at a price of $0.20 per Unit; and (ii) "flow-through" units ("FT Units") at a price of $0.25 per FT Unit, in any combination to raise aggregate gross proceeds of up to $2,000,000, provided that maximum gross proceeds of $1,000,000 shall be raised pursuant to the issuance of FT Units. Each Unit will consist 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 will consist of one "flow through" common share of Northquest and one-half of one Warrant. Each Warrant shall entitle 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 the applicable closing date, 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 are expected to purchase Units and/or FT Units in the Offering to raise aggregate gross proceeds of up to a maximum of $25,000.
In connection with the Offering, Northquest may pay a finder's fee to certain qualified registrants assisting in the Offering in the amount equal to 7% of the gross proceeds raised by such finders, and issue broker warrants to such finders entitling the holders to acquire such number of Units of Northquest as is equal to 7% of the aggregate number of Units and FT Units sold by such finders in the Offering, at a price of $0.20 per Unit, for a period of two years following the closing of the Offering.
Closing of the Offering is anticipated to occur on or about June 28, 2012 or such other date or dates as Northquest may determine. The Offering remains subject to the approval of the TSX Venture Exchange.
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.
For further information:
Jon North, President and Chief Executive Officer