Northquest Ltd. Announces Private Placement Financing
June 18 2012 - 5:47PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE U.S./ TORONTO, June 21, 2012 /CNW/ -
Northquest Ltd. ("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. Northquest Ltd. CONTACT: Jon
North, President and Chief Executive Officer (416) 786-6348
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