Nordgold Increases All-Cash Offer for Northquest
Amsterdam, Netherlands, 26 May 2016 - Nord Gold N.V. (“Nordgold” or the “Company”, LSE: NORD), the internationally diversified low-cost gold producer, and Northquest Ltd. (TSX.V-NQ) (FWB-N3Q) ("Northquest") announce that they have entered into a support agreement (the "Support Agreement") in respect of an increased offer by the Company to purchase all of the common shares of Northquest (the "Shares") it does not already own (as amended, the "Offer").
Pursuant to the Support Agreement, Nordgold has agreed to increase the price of the Offer to CAD$0.26 per Share from CAD$0.253 per Share in the original offer, which Nordgold formally commenced on 26 April 2016. The Company also extends the expiry time of the Offer to 5.00 pm (Toronto time) on June 15, 2016.
The Offer values Northquest at approximately CAD$28.0 million on an undiluted basis.
Northquest is the 100% owner of the Pistol Bay Gold Project, a high grade exploration project located in Nunavut Territory, the northern Canada, on the west coast of Hudson Bay. The Pistol Bay property consists of 860 square kilometers of mineral rights within the underexplored Rankin-Ennadai greenstone belt. Within Arctic Canada, the Project is favorably located within the Arctic Circle with existing infrastructure and the project forms a part of Nordgold’s extensive international exploration pipeline. In April 2016, the Pistol Bay Maiden Inferred Resources of 739 koz of gold at 2.95 g/t were announced.
The Northquest board of directors (the "Board"), on the unanimous recommendation of the special committee of the Board (the "Special Committee"), has (with Igor Klimanov, a representative of Nordgold on the Board having declared his interest and refrained from voting) determined to recommend that Northquest Shareholders ACCEPT the Offer and TENDER their Shares to the Offer.
Nikolai Zelenski, CEO of Nordgold, said: "I believe Nordgold's increased Offer of CAD$0.26 per share, which has the backing of Northquest’s Board, provides excellent value for shareholders. We hope they will accept our improved offer."
Concurrently Nordgold entered into lock-up agreements with each of the directors and officers of Northquest, pursuant to which each of the directors and officers agreed to tender to the Offer all Shares beneficially owned by them, or over which they exercise control or direction, and any additional Shares they may thereafter acquire.
Full details of the Offer and the related documents including, once filed, the notice of change and variation, are, or will be available on Northquest's profile at www.sedar.com.
Support Agreement Details
On 26 April 2016 Nordgold formally commenced its offer to acquire at a price of CAD$0.253 per Share (the “Original Offer”), which was to remain open to shareholders of Northquest (the "Shareholders") until 5:00 (Toronto time) on June 1, 2016.
Pursuant to the Support Agreement, Nordgold has agreed to:
(i) increase the price of the Offer to $0.26 per Common Share;
(ii) extend the expiry time of the Offer to 5:00 p.m. (Toronto time) on June 15, 2016;
(iii) waive the Minimum Tender Condition (as defined in the take-over bid circular of Nordgold relating to the Original Offer (the "Nordgold Circular"));
(iv) amend the condition set forth in Section 4(c) of the Nordgold Circular to provide as follows: "all Northquest Options and Northquest convertible securities other than Northquest Warrants shall have been exercised, terminated or otherwise cancelled or shall have been otherwise dealt with on terms satisfactory to Nordgold, acting reasonably"; and
(v) provide that any determination by Nordgold as to the satisfaction of a condition of the Offer be at its "reasonable discretion", rather than at its "sole discretion".
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