TORONTO, CANADA–(Marketwired – June 3, 2016) – Northquest Ltd. (TSX VENTURE:NQ)(FRANKFURT:N3Q) (“Northquest” or “the Company”) has currently scheduled a special meeting of shareholders of the Company (the “Meeting”) to be held on June 22, 2016 to deal with a requisition by Nord Gold N.V. (“Nordgold”) to consider an ordinary resolution to remove each of the directors of the Company and to elect Nordgold’s nominees as directors of the Company.
As announced on May 26, 2016, Northquest and Nordgold entered into a support agreement (the “Support Agreement”) in respect of Nordgold’s offer to purchase all of the common shares of Northquest (“Common Shares”) it does not already own (the “Offer”). The Offer will expire on June 15, 2016, subject to any extension thereof. Pursuant to the Support Agreement, the Company has agreed to cooperate with Nordgold to effect certain changes to the board of directors of the Company (the “Board”), as further discussed in the joint press release of Northquest and Nordgold dated May 26, 2016. A copy of the Support Agreement can be viewed under Northquest’s issuer profile on SEDAR at www.sedar.com.
The Board has determined that it is in the best interest of the Company that the Meeting be postponed to 10:00 a.m. (Toronto time) on July 20, 2016. The Board is expecting that on completion of the Offer, the Nordgold nominees will be on the Board and they will cancel the Meeting as being unnecessary. If the meeting is required, postponement will allow sufficient time for the proxy materials to be sent out in advance of the Meeting, following the expiry of the Offer. The postponed Meeting will take place at the offices of Bennett Jones LLP, at 1 First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4.
As a result of the postponement of the Meeting, the Company has changed the record date for the Meeting to June 20, 2016 (the “Record Date”). The Company will send a further management information circular and related proxy materials to holders of Common Shares of record as of the close of business on the Record Date in due course.
Cautionary Note Regarding Forward-Looking Information
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including but not limited to statements relating to the Meeting, the timing of the Meeting, the composition of the board of directors of the Company, the Offer, and any future materials to be provided by the Company. These statements relate to future events or future performance and reflect the Company’s expectations regarding the future growth, results of operations, business prospects and opportunities. In some cases forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the Offer, impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, metallurgical test results and that the resource potential will be achieved on exploration projects, currency fluctuations, dependence upon regulatory approvals, political and country risk, and the uncertainty of obtaining additional financing and exploration risk. 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. The Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
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