/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE U.S./
TORONTO, Nov. 20, 2013 /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) up to 7,500,000 units ("Units") at a
price of $0.10 per Unit; and
(ii) up to 5,000,000 "flow-through" units ("FT Units") at a
price of $0.11 per FT Unit.
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 $0.15 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 $0.35 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
$100,000. Northquest may pay a
finders fee to certain eligible registrants in connection with the
Offering in an amount equal to 7% of the gross proceeds raised by
such finders, which amount shall be satisfied by the issuance of
Units at a deemed price of $0.10 per
Unit.
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.
SOURCE Northquest Ltd.