Amsterdam, Netherlands, July 14, 2014. Nord Gold N.V. (“Nordgold” or the “Company”, LSE: NORD), the internationally diversified pure-play gold producer, is pleased to announce that it has completed the acquisition of 12,777,777 newly issued common shares (the “Common Shares”) of Northquest Ltd. (TSX-V:NQ) (“Northquest”) and warrants to acquire up to an additional 6,388,889 Common Shares in two tranches through a non-brokered private placement (the “Offering”). The transaction gives Nordgold a 22.6% holding in Northquest (on a non-diluted basis).
The Common Shares were issued in connection with a non-brokered private placement of Units (as defined below), which was announced on June 9, 2014.
Pursuant to the agreements entered into between Nordgold and Northquest on June 9, 2014, on June 12, 2014, Nordgold acquired 2,777,777 units of Northquest (the First Tranche Units) at a price of CAD $ 0.18 per First Tranche Unit. Each First Tranche Unit consisted of: (i) one Common Share; and (ii) one-half of one common share purchase warrant (each whole such warrant, a First Tranche Warrant). Each First Tranche Warrant entitles the holder to acquire one additional Common Share at an exercise price of CAD $ 0.24 until June 12, 2016, provided that if, at any time after October 13, 2014, the volume weighted average price of the Common Shares on the principal stock exchange upon which the Common Shares are listed (the Exchange) is equal to or exceeds CAD $ 0.50 for 20 consecutive trading days, then Northquest may accelerate the expiry date of the First Tranche Warrants, in which event the First Tranche Warrants will expire upon the date (the First Tranche Accelerated Expiry Date) that is 30 days following the dissemination of a press release by the Northquest announcing the First Tranche Accelerated Expiry Date.
On July 14, 2014, Nordgold acquired 10,000,000 units of Northquest (the Second Tranche Units, the First Tranche Units and the Second Tranche Units being collectively referred to as the Units) at a price of CAD $ 0.20 per Second Tranche Unit. Each Second Tranche Unit consists of: (i) one Common Share; and (ii) one-half of one common share purchase warrant (each whole such warrant, a Second Tranche Warrant). Each Second Tranche Warrant entitles the holder to acquire one additional Common Share at an exercise price of CAD $ 0.27 until July 14, 2016, provided that if, at any time after November 15, 2014, the volume weighted average price of the Common Shares on the Exchange is equal to or exceeds CAD $ 0.50 for 20 consecutive trading days, then Northquest may accelerate the expiry date of the Second Tranche Warrants, in which event the Second Tranche Warrants will expire upon the date (the Second Tranche Accelerated Expiry Date) that is 30 days following the dissemination of a press release by the Northquest announcing the Second Tranche Accelerated Expiry Date.
Nordgold has ownership and control over 12,777,777 Common Shares, representing approximately 22.6% of the issued and outstanding Common Shares on a non-diluted basis and, including the 2,777,777 First Tranche Warrants issued to Nordgold on June 12, 2014 and the 10,000,000 Second Tranche Warrants issued to Nordgold on July 14, 2014, approximately 30.4% of the Common Shares on a partially-diluted basis.
Nordgold has the right to appoint one representative to Northquest’s board of directors (the Board) and the right to participate pro rata in all future equity issuances by Northquest, subject to certain conditions. In connection with Nordgold’s appointment right, Northquest has increased the size of the Board to five and appointed Igor Klimanov, Development Projects Director of Nordgold, to the Board.
Mr. Klimanov has been with Nordgold since its inception as the gold mining division of OJSC Severstal in 2007. In September 2009, he was appointed to the board of directors of High River Gold Mines Ltd. (High River). Previously, he was CEO of High River and Manager for Strategy and Corporate Development at Severstal Resources. Igor holds a PhD from the Swiss Federal Institute of Technology and an Engineering Physics degree from the Moscow Engineering and Physics Institute.
Nordgold acquired the Units for investment purposes. Nordgold may increase or decrease its beneficial ownership, control or direction over Common Shares depending on the evolution of Northquest’s business, financial condition, the market for Northquest’s securities, general economic conditions and other factors.
This press release is issued pursuant to National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Northquest’s profile on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of such report may be obtained by contacting Valentina Bogomolova, Head of IR at +7 495 644 44 73 ext. 707 6711.
The address of Nordgold is:
Nord Gold N.V.
Herikerbergweg 238 Luna ArenA
1101 CM Amsterdam Zuidoost
Nordgold (LSE: NORD) is an international pure-play gold producer established in 2007. The Company has expanded rapidly through acquisitions and organic investment, achieving a rate of growth unmatched in the industry during that period. In 2013 Nordgold’s gold production was 924.4 koz, up from 717 Koz in 2012.
The company operates 9 active mines and has one development project, 5 advanced exploration projects and a diverse portfolio of early exploration projects and licenses in Russia, Kazakhstan, Burkina Faso, Guinea and French Guiana. Nordgold employs about 10,000 people.