TORONTO, ONTARIO--(Marketwire - Sept. 26, 2012) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Northquest Ltd. (TSX VENTURE:NQ)(FRANKFURT:N3Q) ("Northquest" or the "Company") is pleased to announce that it has entered into an agreement with Clarus Securities Inc. and PowerOne Capital Markets Limited as co-lead agents, and including Fraser Mackenzie Limited and Toll Cross Securities Inc. (collectively, the "Agents"), whereby the Agents will raise up to C$5,000,000 (the "Offering") through a combination of flow-through units (the "Flow-Through Units") offered at a price of C$0.75 per Flow-Through Unit and units (the "Units") offered at a price of C$0.65 per Unit. The Offering is subject to a minimum raise of C$1,500,000 from the Units.
Each Flow-Through Unit will comprise of one flow-through share in the capital of the Company and one half of one common share purchase warrant. Each full flow-through warrant will entitle the holder to purchase one common share for an exercise price of C$1.00 for 18 months following completion of the Offering. Each Unit will comprise of one common share in the capital of the Company and one half of one common share purchase warrant. Each full unit warrant will entitle the holder to purchase one common share for an exercise price of C$0.80 for 18 months following completion of the Offering.
The proceeds raised from the sale of Flow-Through Units will be used by the Company to finance qualified Canadian exploration expenditures as defined in the Income Tax Act (Canada). The proceeds raised from the sale of the Units will be used by the Company for exploration and for general corporate purposes.
The Offering is scheduled to close on or about October 18, 2012, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX Venture Exchange. The securities to be issued under this Offering will be offered by way of private placement exemptions in all the provinces of Canada. The Units to be issued under this Offering will also be offered offshore, including in the United Kingdom pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.
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 statements, including statements regarding the timing and use of proceeds of the Offering, relate to future events or future performance and reflect the Company's expectations regarding the future growth, results of operations, business prospects and opportunities. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, metallurgical test results and that the resource potential will be achieved on exploration projects, currency fluctuations, dependence upon regulatory approvals, political and country risk, and the uncertainty of obtaining additional financing and exploration risk. 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. The Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
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 PRESS RELEASE.