Nordgold to Acquire Remaining Common Shares in Northquest Following Court Approval of its Arrangement
London, United Kingdom, 7 October 2016 – Nord Gold SE (“Nordgold” or the “Company”, LSE: NORD), the internationally diversified low-cost gold producer, is pleased to announce that the Ontario Superior Court of Justice has granted its final order approving the previously announced statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario), whereby Nordgold will acquire all of the outstanding common shares of Northquest Ltd. (TSX.V-NQ) (FWB-N3Q) (the “Shares”) that it did not already own. At a special meeting held on September 28, 2016, the Arrangement was approved by the shareholders of Northquest. It is expected that the Arrangement will be completed in the coming days.
In April 2016, Nordgold commenced its offer to acquire all of the outstanding common shares of Northquest that it does not own, which expired on 29 June 2016. Nordgold currently owns 108,789,852 Northquest common shares, representing approximately 97.57% of the issued and outstanding Northquest shares.
Nikolai Zelenski, Chief Executive Officer Nordgold, said:
“This approval is an exciting development for Nordgold since we can now complete the acquisition of Northquest and start planning the next phase of its Pistol Bay project development. The results from our ongoing exploration programme at Pistol Bay are very encouraging and we look forward to working in partnership with all Northquest’s stakeholders to create another high quality low cost project to add to Nordgold’s already outstanding portfolio of mines.”
Under the terms of the Arrangement, each holder of the Shares will receive $0.26 in cash per Share, and all of the outstanding warrants to purchase Shares (the “Warrants”) will be transferred to the Company for $0.10 in cash per Warrant.
To receive consideration under the Arrangement, each holder of the Shares must properly complete the letter of transmittal (the “Letter of Transmittal”) which accompanied the management information circular dated August 30, 2016 (the “Circular”) and deposit it with Computershare Investors Services Inc. in accordance with the terms and provisions set out in the Circular. Complete instructions for such deposit are set out in the Circular and the Letter of Transmittal. The Circular and a copy of the Letter of Transmittal are available under the Company’s SEDAR profile at www.sedar.com
Holders of the Warrants are not required to complete and return the Letter of Transmittal to receive the consideration payable under the Arrangement for their Warrants, which consideration will be paid automatically.
In connection with the Arrangement, Northquest will apply to delist the Shares from the TSX Venture Exchange and the Frankfurt Stock Exchange as soon as possible, and to cease to be a reporting issuer in the relevant Canadian jurisdictions following the completion of the Arrangement.
Nordgold (LSE: NORD) is an internationally diversified low-cost gold producer established in 2007 and publicly traded on the London Stock Exchange. Nordgold has a proven track record of operational excellence and benefits from a significant international development pipeline. The Company is relentlessly focused on shareholder value, committed to running safe, efficient, profitable operations, which enable it to generate strong cash flows and in turn, continue to invest in its pipeline of new growth opportunities while generating returns for investors. In 2015, Nordgold produced 950 koz of gold with all-in sustaining costs of US$793 per ounce, maintaining its position at the lower end of the global cost curve.
Nordgold operates 9 mines (5 in Russia, 2 in Burkina Faso and one each in Guinea and Kazakhstan). It has one project in construction phase (Gross in Russia), several prospective projects in feasibility study and preliminary economic assessment/advanced exploration phase and a diverse portfolio of early-stage exploration projects and licences in Burkina Faso, Russia, French Guiana and Canada. Nordgold employs over 8,000 people.
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