Offering, fair pricing
TORONTO, ONTARIO--(Marketwire - Sept. 26, 2012) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Northquest Ltd. (TSX VENTURE:NQ)(FRANKFURT:N3Q) ("Northquest" or the "Company") is pleased to announce that it has entered into an agreement with Clarus Securities Inc. and PowerOne Capital Markets Limited as co-lead agents, and including Fraser Mackenzie Limited and Toll Cross Securities Inc. (collectively, the "Agents"), whereby the Agents will raise up to C$5,000,000 (the "Offering") through a combination of flow-through units (the "Flow-Through Units") offered at a price of C$0.75 per Flow-Through Unit and units (the "Units") offered at a price of C$0.65 per Unit. The Offering is subject to a minimum raise of C$1,500,000 from the Units.
Each Flow-Through Unit will comprise of one flow-through share in the capital of the Company and one half of one common share purchase warrant. Each full flow-through warrant will entitle the holder to purchase one common share for an exercise price of C$1.00 for 18 months following completion of the Offering. Each Unit will comprise of one common share in the capital of the Company and one half of one common share purchase warrant. Each full unit warrant will entitle the holder to purchase one common share for an exercise price of C$0.80 for 18 months following completion of the Offering.
The proceeds raised from the sale of Flow-Through Units will be used by the Company to finance qualified Canadian exploration expenditures as defined in the Income Tax Act (Canada). The proceeds raised from the sale of the Units will be used by the Company for exploration and for general corporate purposes.
The Offering is scheduled to close on or about October 18, 2012, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX Venture Exchange. The securities to be issued under this Offering will be offered by way of private placement exemptions in all the provinces of Canada. The Units to be issued under this Offering will also be offered offshore, including in the United Kingdom pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
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