Source - RNS
RNS Number : 0390M
Nord Gold SE
07 October 2016

Nordgold to Acquire Remaining Common Shares in Northquest Following Court Approval of its Arrangement 

London, United Kingdom, 7 October 2016 - Nord Gold SE ("Nordgold" or the "Company", LSE: NORD), the internationally diversified low-cost gold producer, is pleased to announce that the Ontario Superior Court of Justice has granted its final order approving the previously announced statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario), whereby Nordgold will acquire all of the outstanding common shares of Northquest Ltd. (TSX.V-NQ) (FWB-N3Q) (the "Shares") that it did not already own. At a special meeting held on September 28, 2016, the Arrangement was approved by the shareholders of Northquest. It is expected that the Arrangement will be completed in the coming days.

In April 2016, Nordgold commenced its offer to acquire all of the outstanding common shares
of Northquest that it does not own, which expired on 29 June 2016. Nordgold currently owns 108,789,852 Northquest common shares, representing approximately 97.57% of the issued and outstanding Northquest shares.

Nikolai Zelenski, Chief Executive Officer Nordgold, said:

"This approval is an exciting development for Nordgold since we can now complete the acquisition of Northquest and start planning the next phase of its Pistol Bay project development. The results from our ongoing exploration programme at Pistol Bay are very encouraging and we look forward to working in partnership with all Northquest's stakeholders to create another high quality low cost project to add to Nordgold's already outstanding portfolio of mines."

Under the terms of the Arrangement, each holder of the Shares will receive $0.26 in cash per Share, and all of the outstanding warrants to purchase Shares (the "Warrants") will be transferred to the Company for $0.10 in cash per Warrant.

To receive consideration under the Arrangement, each holder of the Shares must properly complete the letter of transmittal (the "Letter of Transmittal") which accompanied the management information circular dated August 30, 2016 (the "Circular") and deposit it with Computershare Investors Services Inc. in accordance with the terms and provisions set out in the Circular. Complete instructions for such deposit are set out in the Circular and the Letter of Transmittal. The Circular and a copy of the Letter of Transmittal are available under the Company's SEDAR profile at

Holders of the Warrants are not required to complete and return the Letter of Transmittal to receive the consideration payable under the Arrangement for their Warrants, which consideration will be paid automatically.

In connection with the Arrangement, Northquest will apply to delist the Shares from the TSX Venture Exchange and the Frankfurt Stock Exchange as soon as possible, and to cease to be a reporting issuer in the relevant Canadian jurisdictions following the completion of the Arrangement.

About Northquest

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 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.


About Nordgold

Nordgold (LSE: NORD) is an internationally diversified low-cost gold producer established in 2007 and publicly traded on the London Stock Exchange. Nordgold has a proven track record of operational excellence and benefits from a significant international development pipeline. The Company is relentlessly focused on shareholder value, committed to running safe, efficient, profitable operations, which enable it to generate strong cash flows and in turn, continue to invest in its pipeline of new growth opportunities while generating returns for investors. In 2015, Nordgold produced 950 koz of gold with all-in sustaining costs of US$793 per ounce, maintaining its position at the lower end of the global cost curve.

Nordgold operates 9 mines (5 in Russia, 2 in Burkina Faso and one each in Guinea and Kazakhstan). It has one project in construction phase (Gross in Russia), several prospective projects in feasibility study, preliminary economic assessment and advanced exploration phase and a diverse portfolio of early-stage exploration projects and licences in Burkina Faso, Russia, French Guiana and Canada. Nordgold employs over 8,000 people.

For further information on Nordgold please visit the Company's website:




Valentina Bogomolova
Head of IR

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Olga Ulyeva
Head of Media Relations

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Peter Ogden
Giles Read
Tessa Berry

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Cautionary Note Regarding Forward-Looking Statements

The accompanying document has been prepared by Nord Gold SE, a company existing under the laws of the United Kingdom (the "Company" or "Nordgold" and, together with its subsidiaries, the "Group"), and is for informational purposes only. While information in this document is obtained from sources believed by the Company to be reliable, the Company has not undertaken an independent verification of such information, and no assurance can be provided as to the accuracy or completeness of any such information.

Certain statements in this document are not historical facts and constitute "forward-looking" statements regarding future events or the future financial performance of the Group, including within the meaning of Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the United States Securities Exchange Act of 1934, as amended. Such forward looking statements may be identified by terms such as "expect", "believe", "estimate", "anticipate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and the Groups' actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Group operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. Any such statements speak as of the date on which they are made, and the Company does not undertake any obligation to update any such statements to reflect information, events, results or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events, except as may be required by applicable law. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the states where the Group operates, changes in the world gold market, as well as many other risks specifically related to the Group and its operations. Many of these assumptions are based on factors and events that are not within the control of Nordgold and there is no assurance that they will prove correct. New risks and uncertainties emerge from time to time, and it is not possible for management to predict all of such risk factors and to assess in advance the impact of each such factor on Nordgold's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking information. Actual performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this document and, accordingly, investors should not place undue reliance on any such forward-looking information.

The information in these materials is provided as at the date hereof, and is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in these materials, and no reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. None of the Company or any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of these materials or otherwise arising in connection therewith.

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