TORONTO, ONTARIO–(Marketwired – April 29, 2016) – Northquest Ltd. (TSX VENTURE:NQ)(FRANKFURT:N3Q) (“Northquest” or “the Company”) announced on January 8, 2016 that the Company had called a special meeting of shareholders of the Company (the “Meeting”) to be held on May 2, 2016. The Meeting was called as a result of a requisition by Nord Gold N.V. (“Nordgold”) received by the Company on December 18, 2015 whereby Nordgold requested that the Company call the Meeting for the purpose of considering an ordinary resolution to remove each of the directors of the Company (the “Director Removal Resolution”) and for the purpose of electing Nordgold’s nominees as directors of the Company. On April 11, 2016, the Company mailed a management information circular (the “Circular”) and related proxy materials to shareholders of the Company of record as of the close of business on March 28, 2016, whereby the Company recommended that shareholders vote at the Meeting (i) against the Director Removal Resolution, and (ii) if the Director Removal Resolution is passed, in favour of the election of each of the current directors of the Company. The Circular is available under the Company’s issuer profile on SEDAR at www.sedar.com.
On December 15, 2015, Nordgold announced its intention to launch a take-over bid to acquire all of the common shares of the Company (“Common Shares”) that it does not already own and, on April 26, 2016, Nordgold formally launched its take-over bid to purchase all of the Common Shares it does not already own at a price of $0.253 per Common Share (the “Offer”). Given that the Meeting will occur prior to June 1, 2016, being the date that the Offer will expire (subject to any extension of the Offer), the board of directors of the Company has determined that it is in the best interest of the Company that the Meeting be postponed to allow for the Offer to be overseen by the current board of directors and Special Committee (as defined below) that are comprised of members that are independent from and not elected by Nordgold and will act in the best interest of all shareholders of the Company throughout the process of the Offer. The board of directors of the Company has determined that the Meeting be postponed to 10:00 a.m. (Toronto time) on June 22, 2016 in order to allow sufficient time for the Offer, subject to any extension thereof, to be completed prior to any potential change in the composition of the board. 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 be May 18, 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.
The special committee of the board of directors of the Company formed in November 2015 for the purpose of, among other things, overseeing the Offer (the “Special Committee”), is reviewing the Offer together with its financial and legal advisors. Shareholders are urged to take no action at this time pending the review by the Special Committee of the Offer and any subsequent recommendation of the Company’s board of directors. The Company will send a directors’ circular relating to the Offer to holders of Common Shares and securities convertible into Common Shares 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, any future materials to be provided by the Company, the Special Committee’s views on the Offer and any recommendation of the Special Committee or board of directors of 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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