NORTHQUEST CAPITAL FUND, INC.

Notice of 20202023

Annual Meeting

Of Shareholders

and

Proxy Statement

NORTHQUEST CAPITAL FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                       Date:    Friday, March 27, 202031, 2023

                                       Time:    9:00 A.M. (Eastern Time)

                                       Place:   16 Rimwood Lane,

                                                    Colts Neck, NJ 07722

Dear Shareholder:

NOTICE IS HEREBY GIVEN that the Annual Meeting of NorthQuest Capital Fund shareholders will be held at 16 Rimwood Lane, Colts Neck, New Jersey, 07722 on Friday, March 27, 201931, 2023 at 9:00 a.m. (Eastern Time) for the following purposes.

1)

To elect four (4) directors to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified.

2)

To ratify the selection of Sanville & Company, Certified Public Accountants, as the Fund’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020.2023.

3)

To transact such other business as may properly come before the meeting or any general adjournments thereof.

The Board of Directors has fixed the close of business January 31, 202013, 2023 as the record date for determination of the shareholders entitled to notice of and to vote at the meeting.

Your vote is very important.

Please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting whether or not you expect to attend the Annual Meeting.

Mail To:   NorthQuest Capital Fund

                                                    8000 Town Centre Drive

                                                    Suite 400

                                                    Broadview Heights, OH 44147

By order of the Board of Directors,

By: /s/  Peter J. Lencki

            Peter J. Lencki

    President

Colts Neck, New Jersey

January 31, 202013, 2023

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PROXY STATEMENT

NORTHQUEST CAPITAL FUND, INC.

16 Rimwood Lane, Colts Neck, NJ 07722

1-800-239-9136/732-842-3465

January 31, 202013, 2023

Enclosed herewith is notice of an Annual Meeting of Shareholders of NorthQuest Capital Fund (the “Fund”) and a proxy form solicited by the Board of Directors of the Fund.  

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The proxy may be revoked at any time before it is exercised either by mail notice to the Fund or through re-submittal at a later date.  Please place your instructions on the enclosed one, then sign, date and return it.  All costs of soliciting this proxy will be borne by your Fund.  You may also vote in person at the meeting that would override all your previously filed proxies.

The Fund has one class of capital stock of the Fund, having equal voting rights. On January 31, 2020,13, 2023, the date of record, there were 261,021.755321,797.918 shares outstanding, held by 9998 shareholder accounts entitled to notice of and to vote at the meeting. In all matters, each share has one vote per share and fractional shares will have an equivalent fractional vote.

Mutual Shareholder Services, LLC (“MSS”), which provides transfer agent and accounting services to the Fund, will receive and tabulate the vote in connection with the Annual Meeting. MSS will decide the validity of proxies and certify the results.

A quorum must exist to hold an annual meeting.  It requires that more than fifty percent of the outstanding shares are present or represented by proxy.  Abstentions and broker accounts that do not vote are considered as being present with negative votes.  Sixty-seven percent of the votes’ cast or 50% of the outstanding shares, whichever is less, will pass any proposal presented.

PROPOSAL #1: ELECTION OF DIRECTORS

Four (4) nominees listed below have consented to serve as directors, if elected, until the next Annual Meeting of Shareholders or until their successors are elected and qualified.  All officers of the Fund are also presented in the following table.

Charles G. Camarata is a private investor. He received a B.S degree in Accounting/Economics and a Master of Business Administration (“M.B.A.”) from Monmouth College in New Jersey.

William S. Foote, Jr. is a private investor with extensive sales experience in the light and heavy-duty outdoor equipment.  He received a B.S. degree in Business Administration and an M.B.A from Monmouth College in New Jersey.

Peter J. Lencki is President of NorthQuest Capital Fund, Inc. and President and owner of Emerald Research Corporation, the Investment Advisor. He also serves as the Fund’s Chairman, Treasurer, and Chief Compliance Officer. Mr. Lencki received a Bachelor of Arts degree in Political Science from Seton Hall University in New Jersey.

George S. Sikora is a private investor. He served in the U.S. Army and in law enforcement as a police officer in Bayonne, New Jersey.

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Interested Directors & Officers

Independent Directors

*     Address for each of the Directors is 16 Rimwood Lane, Colts Neck, NJ  07722.

**   Directors and officers of the Fund are considered “interested persons”, as defined in the Investment   Company Company Act of 1940.  Mary and Peter Lencki are “interested persons” because they are affiliated with the Investment Adviser and also have a “family relationship”.

Shareholders have one vote for each share they own for each of the four directors of their choice.  All proxies returned to the Fund, except those specifically marked to withhold authority will be cast for the nominees listed above.  A majority of the votes cast, when a quorum is present, will elect each director.

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BOARD MEETINGS & DIRECTOR DUTIES

Meetings:  There were sevenfive Board of Directors meetings in 2019 and one meetings so far in 2020.2022. Our independent Directors met in five executive sessions without management in 2019.2022.

Director Duties:  The Board of Directors select the officers to run the Fund, propose all changes in operating procedures where approval of a majority of the Independent directors is required, pass on the Fund’s auditor on a yearly basis and monitor Fund activities to insure to the best of their collective abilities that Fund Officers are meeting Fund commitments to their shareholders, the U.S. Securities and Exchange Commission, Internal Revenue Service and Blue Sky arrangements with the various states where the Fund offers its shares.

FUND HOLDINGS OF THE OFFICERS AND DIRECTORS

REMUNERATION OF DIRECTORS & OFFICERS

The Fund paid a payment of $100$200 to each of the directors for the fiscal year ended December 31, 2019.2022. Peter Lencki did not receive a director’s fee since he receives benefit from the investment advisory fees payable to Emerald Research Corporation.

BROKERAGE

The Fund requires all brokers to effect transactions in portfolio securities in such a manner as to get prompt execution of orders at the most favorable price.  Where

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consistent with best price and execution, and in light of its limited resources, the Fund will deal with primary market makers in placing over-the-counter portfolio orders.  The Fund places all orders for purchase and sale of its securities through its President who is answerable to the Board of Directors.  The President may select brokers who, in addition to meeting the primary requirements of execution and price, have furnished statistical or other factual information and services, which, in the opinion of management, are helpful or necessary to the Fund's normal operations.  Those services may include economic or industry studies, security analysis & reports, sales literature and statistical services furnished either directly to the Fund or to the Adviser.  No effort is made in any given circumstance to determine the value of these services or the amount they might have reduced Adviser expenses.

                                                                    Other than as set forth above, the Fund has no fixed policy, formula, method or criteria used in allocating brokerage business to brokers furnishing these materials and services.  In its most recently completed year, 2019,2022, the Fund paid $454.84$466 in brokerage commission. The Board of Directors evaluates and reviews quarterly the reasonableness of brokerage commissions paid.

Investment Advisor:Emerald Research Corporation, 16 Rimwood Lane, Colts Neck, NJ 07722

Litigation:As of the date of this proxy, there was no pending or threatened litigation involving the Fund in any capacity whatsoever.

PROPOSAL #2: RATIFICATION OR REJECTION OF SELECTION OF AUDITORS

Your Board of Directors recommends that you vote for Sanville & Company (“S&C”), Certified Public Accountants, to perform the audit and certifyof NorthQuest’s financial statements of the Fund for the fiscal year 2020.ending December 31, 2023.  S&C performed the Fund’s 20192021 audit in a timely, professional, and cost-effective manner. S&C is conducting the Fund’s 2022 audit and the auditor’s opinion will be included in the Fund’s upcoming 2022 annual report.

Audit Fees:  The annual auditfollowing table shows the fees paid to(or accrued) for professional services rendered by S&C for performing the audit of the Fund’s annual financial statements for the fiscal years ended December 31, 20182021 and December 31, 2019 were as follows:2022:               

2018   $8,400            2019   $8,4002021   $8,600            2022   $8,600

All Other Fees:  The Fundfollowing table shows the fees paid (or accrued) for tax return preparation services rendered by S&C to prepare the Fund’s tax returns in 2018for years 2021 and 2019 were as follows:2022:                                                          

2018   $1,000            2019   $1,0002021   $1,300            2022   $1,300

Financial Information System Design and Implementation Fees:  None

The Board of Directors reviews and has adopted proceduresdiscussions as to pre-approveevaluating the types of professional services for which the Fund may retain such auditors. As part of the approval process, theThe Board of Directors considers whether the performance of each professional service is likely to affect the independence of S&C.  Neither S&C nor any of its partners have any direct or material indirect financial interest in the Fund.  S&C will prepare the Fund’s 2019 Federal and State tax returns and present the tax returns in a timely fashion to the Fund in 2020. A representative of Sanville & Co. will not be present at the meeting unless requested by a shareholder (either in writing or by telephone) in advance of the meeting.  Such requests should be directed to the Secretary of the Fund.

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      BENEFICIAL OWNERSHIP IN THE FUND

As of the Record Date, the Directors and Officers of the Fund as a group beneficially own 12.54%12.43% of the Fund’s outstanding shares. As of the Record Date, shareholders on record who own 5% or more of outstanding shares of the Fund are as follows:

(1)

Includes 10,61512,753 shares jointly own by Rene and Shaun Lencki. Rene and Shaun are

         spouses.

(2)

Includes 8661,041 shares held by Mary E. Lencki. Mary also jointly owns 10,29912,374 shares in

Peter’s IRA. Peter and Mary Lencki are spouses.

SHAREHOLDER PROPOSALS

Your Fund tentatively expects to hold its next annual shareholder meeting in March 2021.April 2024.  Shareholder proposals may be presented at that meeting provided they are received by the Fund not later than September 30, 20202023 in accordance with Rule 14a-8 under the Securities & Exchange Act of 1934 that sets forth certain requirements.

OTHER MATTERS

The Board of Directors knows of no matters to be presented at the meeting other than those mentioned above. Should other business come before the meeting, proxies will be voted in accordance with the view of the Board of Directors.

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NORTHQUEST CAPITAL FUND, INC.