Northland: Notice of Extraordinary General Meeting

Northland: Notice of Extraordinary General Meeting 
LUXEMBOURG, LUXEMBOURG -- (Marketwired) -- 05/07/13 -- Northland
Resources S.A. (OSLO:NAUR)(FRANKFURT:NPK)(OMX:NAURo) (together with
its subsidiaries "Northland", "NRSA" or the "Company") will hold an
extraordinary general meeting of the shareholders of the Company. The
meeting will held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand
Duchy of Luxembourg on June 4th, 2013 at 11:00 a.m. (CET).  
Notice is hereby given that an extraordinary general meeting of the
shareholders of the Company will be held at 7A, rue Robert Stumper,
L-2557 Luxembourg, Grand Duchy of Luxembourg on June 4, 2013 at 11:00
a.m. (CET), in order to deliberate upon the following agenda: 
Agenda:  
1. Subject to resolutions 2) to 12) being duly adopted, decision to
amend article 6.5 of the articles of association of the Company so as
to provide for the possibility to divide the shares of the Company in
fractions (coupures) to read as follows: 
"6.5. The shares are indivisible and the Company recognises only one
(1) owner per share. Each share can also be divided in fractions
(coupures) of an equal denomination. The division can only be made
within the framework of the restructuring of the share capital
resolved by the General Meeting." 
2. Subject to resolution 1) and resolutions 3) to 12) being duly
adopted and in order to restructure the Company's equity, decision to
reduce the share capital of the Company from its current amount of
CAD 51,417,889.90 down to CAD 51,417.89 without the cancellation of
existing shares in the Company. The proceeds of the foregoing capital
reduction shall be allocated to a special distributable reserve of
the Company; 
3. Subject to resolutions 1) to 2) and resolutions 4) to 12) being
duly adopted and in order to restructure the Company's equity,
decision to approve a reverse stock split of the issued shares of the
Company by exchanging 100 existing shares against 1 new share and
consequently to exchange all of the 514,178,899 shares in the Company
against 5,141,789 new shares; 
4. Subject to resolutions 1) to 3) and resolutions 5 to 12) being
duly adopted and in order to restructure the Company's equity,
subsequent amendment to the first paragraph of article 5.1 of the
articles of associati
on of the Company as follows: 
"5.1 The share capital is set at fifty-one thousand four hundred and
seventeen Canadian Dollars and eighty-nine cents (CAD 51,417.89)
represented by five million one hundred and forty-one thousand seven
hundred and eighty-nine (5,141,789) shares in registered form,
without nominal value, all subscribed and fully paid-up." 
5. Subject to resolutions 1) to 4) and resolutions 6) to 12) being
duly adopted and in order to restructure the Company's equity,
decision to (i) reduce the share capital of the Company by an amount
corresponding to the aggregate accounting par value of all the
fractional interests issued by the Company as a result of the above
reverse stock split and by way of cancellation of such fractional
interests, such an amount not to exceed CAD 2,000 to be calculated by
the board of directors of the Company and subsequent delegation of
power and instruction to the board of directors of the Company to
record by way of a notarial deed the final amount of the foregoing
capital reduction within one (1) month of the date of this meeting
and (ii) to pay to the holders of the cancelled fractional interests
the market value of such fractional interests as at the date of their
cancellation (rounded up to the nearest CAD cent); 
6. Subject to resolutions 1) to 5) and resolutions 7) to 12) being
duly adopted, decision to authorize the board of directors to: (i)
issue up to 15,811,730 warrants to subscribe for shares of the
Company to the holders of any first lien bonds and first lien tap
bonds issued by Northland Resources AB (publ.); (ii) assume the
obligations from Northland Resources AB (publ) resulting from certain
senior bonds issued by it and listed with the Oslo Bors; and (iii)
amend the terms and conditions of such bonds so that they become
convertible bonds; 
7. Subject to resolutions 1) to 6) and resolutions 8) to 12) being
duly adopted, decision to renew the Company's authorized share
capital for a further period of five (5) years and to set the amount
of such authorized share capital to the amount of CAD 1,102,657.29;  
8. Subject to resolutions 1) to 7) and resolutions 9) to 12) being
duly adopted, subsequent amendment to the second paragraph of article
5.1 and article 5.3 of the articles of association of the Company so
as to be worded as follows: 
"5.1 The authorized share capital (which for the avoidance of doubt
does not comprise the issued share capital) is set at one million one
hundred and two thousand six hundred and fifty-seven Canadian Dollars
and twenty-nine cents (CAD 1,102,657.29)."  
"5.3. the Board is authorized, for a period of five (5) years from 8
July, 2013, to:  
(i) increase the current share capital of the Company in one or
several times up to the amount of the current authorized share
capital of the Company as set forth in article 5.1 hereof, through
the issuance of new shares having the same rights as the existing
shares;  
(ii) to issue in one or more issuances within the authorized share
capital:  
(a) warrants (being warrants issued to the original holders thereof
in their capacity as holders of first lien bonds issued by the
Company) which entitle their holder to subscribe for new shares
having the same rights as the existing shares and representing a
maximum aggregate accounting par value (pair comptable) of one
hundred and fifty-eight thousand one hundred and seventeen Canadian
Dollars thirty cents (CAD 158,117.30);  
(b) convertible bonds which entitle their holder to subscribe for new
shares having the same rights as the existing shares and representing
a maximum aggregate accounting par value (pair comptable) of seven
hundred and eighty-six thousand seven hundred and ninety-three
Canadian Dollars seventy-two cents (CAD 786,793.72); and  
(c) new shares, warrants or stock options which entitle their holder
to subscribe for new shares having the same rights as the existing
shares and representing a maximum aggregate accounting par value
(pair comptable) of fifty-one thousand four hundred and thirty-six
Canadian Dollars thirty-one cents (CAD 51,436.31).  
(d) new shares to be offered to the shareholders (and their
transferees and successors in title) who were shareholders at the
extraordinary general meeting of the Company which resolved upon the
adoption of this article 5.3 in its current form, having the same
rights as the existing shares and representing a maximum aggregate
accounting par value (pair comptable) of fifty-three thousand one
hundred and fifty-four Canadian Dollars ninety-eight cents (CAD
53,154.98), provided however that the subscription price per share of
such new shares may not be lesser than the conversion price per share
to be paid by the holders of all second lien bonds issued by the
Company (if any) at the relevant time in accordance with the terms of
such bonds.  
(e) new shares to be offered to the shareholders (and their
transferees and successors in title) who were shareholders at the
extraordinary general meeting of the Company which resolved upon the
adoption of this article 5.3 in its current form, having the same
rights as the existing shares and representing a maximum aggregate
accounting par value (pair comptable) of fifty-three thousand one
hundred and fifty-four Ca
nadian Dollars ninety-eight cents (CAD
53,154.98), provided however that (i) such issue shall be subject to
the consent of holders of a majority of all second lien bonds issued
by the Company from time to time (if any) or the trustee of any such
bonds acting at the direction of a majority of the holders of any
such bonds or in accordance with the terms of any relevant underlying
bond instrument (save where such consent is provided for in any
agreement or term sheet among the foregoing parties and subject to
the terms of such consent) and (ii) the subscription price per share
of such new shares may not be lesser than the conversion price per
share to be paid by the holders of all second lien bonds issued by
the Company (if any) at the relevant time in accordance with the
terms of such bonds.  
(iii) limit or withdraw the shareholders' preferential subscription
rights in respect of any new shares, warrants, convertible bonds or
stock options issued pursuant to this article 5.3 and determine the
persons authorized to subscribe to the new shares; and  
(iv) record by way of a notarial deed each share capital increase and
amend the share register accordingly." 
9. Subject to resolutions 1) to 8) and resolutions 10) to 12) being
duly adopted, decision to amend article 7.1 of the articles of
association of the Company so as to be worded as follows: 
"7.1. Composition of the board of directors and appointment of the
directors  
(i) The Company is managed by a board of directors (the Board)
composed of at least three (3) members and maximum seven (7) members,
who need not be shareholders.  
(ii) Subject to article 70 of the Law, candidates for appointment to
the Board will be selected by a committee of directors established
for such purpose (the "Nomination Committee"). The Nomination
Committee will be composed of those directors appointed to the Board
pursuant to the exercise of the First Lien Board Member Rights (as
defined below), the Second Lien Board Member Rights (as defined
below) and the Metso and Peab Board Member Rights (as defined below)
(together, the "Board Member Rights"). 
For the purposes of this article,  
"First Lien Board Member Rights" means the following:  
- The holders of a majority of all first lien bonds issued by
Northland Resources AB (publ) from time to time (if any) or the
trustee of any such bonds acting at the direction of a majority of
the holders of any such bonds or in accordance with the terms of any
relevant underlying bond instrument will be entitled in each case by
written notice to nominate one (1) candidate for a directorship to
the Nomination Committee (the "First Lien Bondholders' Nominee"). The
General Meeting will be convened to approve the appointment of such
nominated person and the Nomination Committee will propose and
recommend such person for election to the General Meeting.  
- In the event that the First Lien Bondholders' nominee is not
appointed by the General Meeting, that nominee will be appointed as a
board observer by the Board. 
"Second Lien Board Member Rights" means the following:  
- The holders of a majority of all second lien bonds issued by the
Company from time to time (if any) or the trustee of any such bonds
acting at the direction of a majority of the holders of any such
bonds or in accordance with the terms of any relevant underlying bond
instrument will be entitled in each case by written notice to
nominate three (3) candidates for directorships to the Nomination
Committee (the "Second Lien Bondholders' Nominee"). The General
Meeting will be convened to approve the appointment of such nominated
persons and the Nomination Committee will propose and recommend such
person for election to the General Meeting.  
- In the event that the Second Lien Bondholders' nominees are not
appointed by the General Meeting, those nominees will be appointed as
board observers by the Board.  
"Metso and Peab Board Member Rights" means the following:  
- Metso Minerals (Sweden) AB and its affiliates ("Metso") and Peab AB
and its affiliates ("Peab") will, together, be entitled to nominate
one (1) candidate for a directorship to the Nomination Committee
("Metso and Peab's Nominee"). The General Meeting will be convened to
approve the appointment of such nominated person and the Nomination
Committee will propose and recommend such person for election to the
General Meeting.  
- In the event that Metso and Peab's Nominee is not appointed by the
General Meeting, that nominee will be appointed as a board observer
by the Board.  
(iii) The General Meeting finally appoints the directors and
determines their number and the term of their office. The General
Meeting, upon proposal of the Board, shall determine the remuneration
of the directors. Directors cannot be appointed for more than six (6)
years and are re-eligible."  
(iv) Without prejudice to the Board Member Rights, directors may be
removed at any time (with or without cause) by a resolution of the
General Meeting.  
(v) If the office of a director becomes vacant, the majority of the
remaining directors may fill the vacancy on a provisional basis until
the final appointment is made by the next General Meeting, ensuring
that the First Lien Board Member Rights, the Second Lien Board Member
Rights and the Metso and Peab Board Member Rights are effected at all
times." 
10. Subject to resolutions 1) to 9) and resolutions 11) to 12) being
duly adopted, decision to appoint Mr. Leif Salomonsen as new director
of the Company until the next annual general meeting resolving upon
the annual accounts of the Company as at December 31, 2013; 
11. Subject to resolutions 1) to 10) and resolution 12) being duly
adopted, decision to appoint Mr. Runar Nilsen as new director of the
Company until the next annual general meeting resolving upon the
annual accounts of the Company as at December 31, 2013; 
12. Subject to resolutions 1) to 11) being duly adopted,
acknowledgment of any director's resignation which took place prior
to this general meeting. 
Shareholders are hereby informed that in accordance with Article 67-1
(2) of the Luxembourg law of August 10, 1915 on commercial companies
as amended, an extraordinary general meeting of shareholders may only
validly deliberate if a quorum of at least 50% of the share capital
is present or represented and a majority of at least 2/3 of the votes
cast is reached, for a decision to be approved. If the first of these
conditions is not satisfied, the meeting may be reconvened and may in
such case deliberate regardless of the portion of the share capital
present or represented. 
Shareholders who are unable to attend the meeting are requested to
complete, date, sign and return the enclosed form of proxy in
accordance with the instructions set out in the proxy and in the
information circular accompanying this notice. A shareholder who
wishes to attend the meeting may register with the scrutineer before
the meeting begins. 
Shareholders are further informed that they are entitled to dissent
in accordance with the terms of article 14 of the Company's articles
of association. 
ON BEHALF OF THE BOARD 
Karl-Axel Waplan, President & CEO, Northland Resources S.A. 
If you are a non-registered shareholder of the Company and receive
these materials through your broker or through another intermediary,
please complete and return the materia
ls in accordance with the
instructions provided to you by your broker or by the other
intermediary. Failure to do so may result in your shares not being
eligible to be voted by proxy at the meeting. See "Advice to
Beneficial Holders" in the Information Circular published on
www.sedar.com and available from the Company. 
Northland is a producer of iron ore concentrate, with a portfolio of
production, development and exploration mines and projects in
northern Sweden and Finland. The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012. The Company expects to produce high-grade,
high-quality magnetite iron concentrate in Kaunisvaara, Sweden, where
the Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara. Northland has entered into off-take contracts
with three partners for the entire production from the Kaunisvaara
project over the next seven to ten years. The Company is also
preparing a Definitive Feasibility Study ("DFS") for its Hannukainen
Iron Oxide Copper Gold ("IOCG") project in Kolari, northern Finland
and for the Pellivuoma deposit, which is located 15 km from the
Kaunisvaara processing plant. 
Cautionary Statement  
This press release may include "forward-looking" statements and
"forward-looking information" within the meaning of applicable
securities laws. These forward-looking statements and forward-looking
information may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in
each case, their negative, or other variations or comparable
terminology. Forward-looking statements and forward-looking
information include all matters that are expectations concerning,
among other things, Northland's results of operations, financial
condition, liquidity, prospects, growth, strategies and the industry
in which it operates, projected capital and operating expenditures,
production and price forecasts, assumed exchange rates and the
company's anticipated funding requirements and sources thereof. By
their nature, forward-looking statements and forward-looking
information involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Such factors include, among others, those factors discussed
in the section entitled "Risk Factors" in the Company's annual
information form dated March 28, 2013, and the Company's management
discussion and analysis of results of operations and financial
condition ("MD&A") for the year ended December 31, 2012 and as
updated in this press release. Readers are cautioned that
forward-looking statements and forward-looking information are not
guarantees of future performance and that Northland's actual results
of operations, financial condition and liquidity, and the development
of the industry in which it operates may differ materially from those
made in or suggested by the forward-looking statements and
forward-looking information contained in this press release. In
addition, even if Northland's results of operations, financial
condition and liquidity, and the development of the industry in which
Northland operates are consistent with the forward-looking statements
and forward-looking information contained in this press release,
those results or developments may not be indicative of results or
developments in subsequent periods.  
The distribution of this press release may be restricted by law in
certain jurisdictions. The Company assumes no responsibility in the
event there is a violation by any person of such restrictions.
Persons into whose possession this announcement should come are
required to inform themselves about and to observe any such
restrictions.  
The Offering will only be available in the United Kingdom to persons
who are both (a) qualified investors within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and (b)
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the Order).
The Offering is only available to relevant persons or will be engaged
in only with relevant persons. 
This announcement is not for distribution, directly or indirectly in
or into any jurisdiction in which it is unlawful to make any such
distribution or where prior registration or approval is required for
that purpose. No steps have been taken or will be taken in any
jurisdiction outside of Norway or Canada in which such steps would be
required. The publication of this announcement shall not under any
circumstances imply that there has been no change in the affairs of
the Company or that the information contained herein is correct as of
any date subsequent to the earlier of the date hereof and any earlier
specified date with respect to such information. 
This press release is not an offer to sell, or the solicitation of an
offer to buy or subscribe for securities in the United States.
Securities may not be offered or sold in the United States absent
registration under the U.S. Securities Act or an exemption from, or
in a transaction not subject to registration. The offer and sale of
any securities referred to herein has not been and will not be
registered under the U.S. Securities Act or under the applicable
securities laws of the United States. 
This press release does not constitute an offering circular or
prospectus in connection with any offering of securities of the
Company. Investors must neither accept any offer for, nor acquire,
any securities to which this announcement refers, unless they do so
on the basis of separate documentation prepared for the purpose of
such offerings. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy or subscribe for, any
securities and cannot be relied on for any investment contract or
decision. 
This information is subject of the disclosure requirements according
to sections 5-12 of the Norwegian Securities Trading Act (Norwegian:
verdipapirhandelloven,, as well as the requirements of the
Luxembourgish Transparency Law.
Contacts:
Northland Resources S.A.
Karl-Axel Waplan
President and CEO
+46 705 104 239 
Northland Resources S.A.
Eva Kaijser
CFO
+46 709 320 901 
Northland Resources S.A.
Petter Brunnberg
Investor Relations
+46 727 24 41 09
www.northland.eu
 
 
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