Northquest Ltd. – s. 1(6) of the OBCA

Applicant deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
NORTHQUEST LTD.
(the Applicant)

ORDER
(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant is an “offering corporation” as defined in the OBCA and has an authorized capital consisting of an unlimited number of common shares (Common Shares).

2.             The head office of the Applicant is located at 50 Richmond Street East, Suite 101, Toronto, ON M5C1N7.

3.             On October 14, 2016, the Applicant completed a statutory plan of arrangement (the Arrangement) under the OBCA, whereby all of the issued and outstanding Common Shares of the Applicant were acquired by Nord Gold SE (the Purchaser) for $0.26 in cash per Common Share and each outstanding warrant to acquire a Common Share was transferred to the Applicant and cancelled in exchange for $0.10 in cash. As a result, the Purchaser became the sole beneficial holder of all of the Common Shares.

4.             As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole securityholder, the Purchaser.

5.             On October 7, 2016, the Common Shares were delisted from the Quotation Board of the Frankfurt
Exchange and on October 19, 2016, the Common Shares were delisted from the TSX Venture Exchange (TSXV).

6.             No securities of the Applicant, including debt securities, are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7.             The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, and New Brunswick (the Jurisdictions), and is not in default of any of securities legislation in any of the Jurisdictions.

8.             On September 23, 2016 the Applicant made an application to the Ontario Securities Commission, as principal regulator, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the Reporting Issuer Requested Relief).

9.             The Applicant has no intention to seek public financing by way of an offering of securities.

10.          Upon the grant of the Reporting Issuer Requested Relief, the Applicant will not be a reporting issuer in any jurisdiction of Canada.

                AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

                DATED at Toronto on this 1st day of November, 2016.

“Judith Robertson”
Commissioner
Ontario Securities Commission

“Garnet W. Fenn”
Commissioner
Ontario Securities Commission