Northquest Ltd. Announces Private Placement Financing

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

TORONTO, Nov. 20, 2013 /CNW/ - Northquest Ltd. (TSX-V:NQ) ("Northquest") is pleased to announce that it proposes to complete a non-brokered private placement (the "Offering") pursuant to which Northquest will issue (i) up to 7,500,000 units ("Units") at a price of $0.10 per Unit; and (ii) up to 5,000,000 "flow-through" units ("FT Units") at a price of $0.11 per FT Unit. Each Unit will consist of one common share of Northquest and one-half of one share purchase warrant (each whole such share purchase warrant, a "Warrant"). Each FT Unit will consist of one "flow through" common share of Northquest and one-half of one Warrant. Each Warrant shall entitle the holder thereof to acquire one additional common share of Northquest (which shall not be a "flow through share") at an exercise price of $0.15 per share for a period of 24 months, provided that if, at any time after the date which is four months and one day following the applicable closing date, the closing price of the common shares of Northquest on the principal market on which such shares trade is equal to or exceeds $0.35 for 20 consecutive trading days, Northquest may accelerate the expiry date of the Warrants, in which event the Warrants will expire upon the date (the "Accelerated Expiry Date") which is 30 days following the dissemination of a press release by Northquest announcing the Accelerated Expiry Date. Insiders of Northquest are expected to purchase Units and/or FT Units in the Offering to raise aggregate gross proceeds of up to a maximum of $100,000. Northquest may pay a finders fee to certain eligible registrants in connection with the Offering in an amount equal to 7% of the gross proceeds raised by such finders, which amount shall be satisfied by the issuance of Units at a deemed price of $0.10 per Unit.

The Offering remains subject to the approval of the TSX Venture Exchange.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Northquest, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, and the availability of financing. 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.

SOURCE Northquest Ltd.