Nordgold Announces Take-Up of Northquest Shares and Extension of Offer to Northquest Shareholders

Amsterdam, Netherlands, 16 June 2016 - Nord Gold SE (“Nordgold” or the “Offeror”, LSE: NORD, formerly Nord Gold N.V.), the internationally diversified low-cost gold producer, announces that all the conditions of its offer (as amended, the “Offer”) to purchase all of the common shares ( “Northquest Shares”) of Northquest Ltd. (“Northquest”) it does not already own have been satisfied or waived by Nordgold as of 5:00 P.M. (Toronto time) on June 15, 2016 and that 52,048,741 Northquest Shares deposited to the Offer as of 5:00 P.M. (Toronto time) on June 15, 2016, representing approximately 93.07% of the Northquest Shares not already owned by Nordgold, have been taken up under the Offer and will be paid for in accordance with the terms of the Offer. With the acquisition of these Northquest Shares, Nordgold will own 107,623,740 Northquest Shares, representing approximately 96.52% of the issued and outstanding Northquest Shares.

Northquest is a Toronto based gold explorer which owns the Pistol Bay project in eastern Nunavut territory, Canada. 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.

Nordgold also announces that, in accordance with the support agreement entered into between Nordgold and Northquest on May 26, 2016 (the “Support Agreement”) and in order to allow additional Northquest shareholders to tender their Northquest Shares to the Offer, it has extended the expiry time under the Offer to 5:00 P.M. (Toronto time) on June 29, 2016. A notice of extension (the “Notice”) will be mailed to the Northquest shareholders and filed on SEDAR.

Under the terms of the Offer, Northquest shareholders who tender their Northquest Shares to the Offer will receive CAD $0.26 in cash for each Northquest Share tendered in accordance with the terms of the Offer.

In its directors’ circular dated June 2, 2016, the board of directors of Northquest, excluding an interested director, unanimously recommended that Northquest shareholders accept and tender their Northquest Shares to the Offer.

As further described in the Offer circular (as amended), Nordgold intends to carry out a compulsory acquisition or subsequent acquisition transaction to acquire Northquest Shares not deposited under the Offer. With the acquisition of the Northquest Shares taken-up to date under the Offer, Nordgold is in a position to ensure a successful outcome of any shareholder vote in respect of a subsequent acquisition transaction.

This announcement is for information purposes only. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in the Notice and the offer documents previously filed under Northquest’s profile at www.sedar.com (collectively, the “Offer Materials”). The Offer Materials, as they may be amended from time to time, contain important information, including the terms and conditions of the Offer, that should be read carefully before any decision is made with respect to the Offer.

Equity Financial Trust Company has been retained by the Offeror to act as depositary for the Northquest Shares in connection with the Offer. Questions and requests for assistance may be directed to Equity Financial Trust Company at 1-866-393-4891 toll free in North America, or at 416-342-1091 outside of North America, or by email at TMXEInvestorServices@tmx.com.


For further information, please contact:

Nordgold
Valentina Bogomolova
Head of IR
Tel: +7 495 644 4473
valentina.bogomolov@nordgold.com
Olga Ulyeva
Head of Media Relations
Tel: +7 495 644 4473
olga.ulyeva@nordgold.com
Powerscourt
Ian Middleton
Giles Read
Tessa Berry
Tel: +44 (0) 20 7250 1446
Press release
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