Nord Gold NV : Nordgold Increases All-Cash Offer for Northquest

Nordgold Increases All-Cash Offer for Northquest

Amsterdam, Netherlands, 26 May 2016- Nord Gold N.V. ('Nordgold' or the 'Company', LSE: NORD), the internationally diversified low-cost gold producer, and Northquest Ltd. (TSX.V-NQ) (FWB-N3Q) ('Northquest') announce that they have entered into a support agreement (the 'Support Agreement') in respect of an increased offer by the Company to purchase all of the common shares of Northquest (the 'Shares') it does not already own (as amended, the 'Offer').

Pursuant to the Support Agreement, Nordgold has agreed to increase the price of the Offer to CAD$0.26 per Share from CAD$0.253 per Share in the original offer, which Nordgold formally commenced on 26 April 2016. The Company also extends the expiry time of the Offer to 5.00 pm (Toronto time) on June 15, 2016.

The Offer values Northquest at approximately CAD$28.0 million on an undiluted basis.

Northquest is the 100% owner of the Pistol Bay Gold Project, a high grade exploration project located in Nunavut Territory, the northern Canada, on the west coast of Hudson Bay. 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 the project 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.

The Northquest board of directors (the 'Board'), on the unanimous recommendation of the special committee of the Board (the 'Special Committee'), has (with Igor Klimanov, a representative of Nordgold on the Board having declared his interest and refrained from voting) determined to recommend that Northquest Shareholders ACCEPTthe Offer and TENDERtheir Shares to the Offer.

Nikolai Zelenski, CEO of Nordgold, said: 'I believe Nordgold's increased Offer of CAD$0.26 per share, which has the backing of Northquest's Board, provides excellent value for shareholders. We hope they will accept our improved offer.'

Concurrently Nordgold entered into lock-up agreements with each of the directors and officers of Northquest, pursuant to which each of the directors and officers agreed to tender to the Offer all Shares beneficially owned by them, or over which they exercise control or direction, and any additional Shares they may thereafter acquire.

Full details of the Offer and the related documents including, once filed, the notice of change and variation, are, or will be available on Northquest's profile atwww.sedar.com.

Support Agreement Details

On 26 April 2016 Nordgold formally commenced its offer to acquire at a price of CAD$0.253 per Share (the 'Original Offer'), which was to remain open to shareholders of Northquest (the 'Shareholders') until 5:00 (Toronto time) on June 1, 2016.

Pursuant to the Support Agreement, Nordgold has agreed to:

(i) increase the price of the Offer to $0.26 per Common Share;

(ii) extend the expiry time of the Offer to 5:00 p.m. (Toronto time) on June 15, 2016;

(iii) waive the Minimum Tender Condition (as defined in the take-over bid circular of Nordgold relating to the Original Offer (the 'Nordgold Circular'));

(iv) amend the condition set forth in Section 4(c) of the Nordgold Circular to provide as follows: 'all Northquest Options and Northquest convertible securities other than Northquest Warrants shall have been exercised, terminated or otherwise cancelled or shall have been otherwise dealt with on terms satisfactory to Nordgold, acting reasonably'; and

(v) provide that any determination by Nordgold as to the satisfaction of a condition of the Offer be at its 'reasonable discretion', rather than at its 'sole discretion'.

Pursuant to the Support Agreement, Nordgold has also agreed to extend the time during which Shares may be deposited under the Offer for a period of not less ten business days following the date on which it initially takes up any Shares under the Offer.

Nordgold has also agreed that, subject to the satisfaction of certain conditions including satisfaction of the Minimum Tender Condition, it shall implement a second step transaction to acquire the remaining outstanding Shares not tendered under the Offer.

Pursuant to the Support Agreement, Northquest has agreed to accelerate the expiry date of all options to acquire Shares such that all options shall have been exercised or shall have terminated by the expiry time of the Offer. Northquest has also agreed to use its commercially reasonable efforts to cause the holders of outstanding in-the-money warrants to acquire Shares to exercise such warrants in accordance with their terms.

Following the entering into of the Support Agreement, Jon North has resigned as a director of Northquest. Dr North will continue to act as President and Chief Executive Officer of Northquest. The Board remains comprised of the other four directors of Northquest. Northquest has also agreed that, upon receipt of the requisite approval of the TSX Venture Exchange, it will obtain the resignations of two additional current directors of Northquest (other than Igor Klimanov) and shall appoint Nordgold's independent director nominees as directors of Northquest.

In addition, pursuant to the Support Agreement, Northquest has further agreed to obtain the resignations of Jon North as Chief Executive Officer of Northquest and of each of the directors of Northquest as Nordgold may request, effective 10 a.m. (Toronto time) on the business day following June 15, 2016 (being the amended expiry date for the Offer), and to fill the vacancies with Nordgold's director nominees.

Equity Financial Trust Company has been retained by Nordgold to act as depositary for the Shares in connection with the Offer. Questions and requests for assistance may be directed to Equity Financial Trust Company at 1-866-393-4891 toll free in North America, or at 416-342-1091 outside of North America, or by email atTMXEInvestorServices@tmx.com

Enquiries

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 thousand ounces 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 2 active development projects (Bouly in Burkina Faso and Gross in Russia), 4 advanced exploration projects 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:www.nordgold.com

CAUTIONARY STATEMENTS

Certain information contained in this press release, including any information as to Nordgold's estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance and production, may constitute 'forward-looking information' within the meaning of Canadian securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as 'plans', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', 'predicts', 'potential', 'continue' or 'believes', or variations (including negative variations) of such words, or statements that certain actions, events or results 'may', 'could', 'would', 'should', 'might', 'potential to', or 'will' be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.

There is no assurance that the conditions of the Offer will be satisfied or that the Offer will be successfully completed. Actual performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this press release and, accordingly, investors should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made, and Nordgold does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or realities after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable Canadian securities laws.

Disclaimer

This press release may not be published, distributed, transmitted or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia). This press release does not constitute an extension into the United States of the Offer, nor does this press release constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States.

Information contained in this announcement is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person, and does not constitute an advertisement or offering to non-qualified investors of any securities in the Russian Federation. The Shares have not been and will not be registered in the Russian Federation or admitted to public placement and/or public circulation in the Russian Federation. The Shares not intended for 'placement' or 'circulation' in the Russian Federation unless and to the extent permitted under Russian law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.