Northland Resources S.A.
TSX : NAU
FRANKFURT : NPK
OSLO STOCK EXCHANGE : NAUR

Northland Resources S.A.

February 10, 2012 02:34 ET

Northland Announces Full Subscription of the Equity Offering

LUXEMBOURG, LUXEMBOURG--(Marketwire - Feb. 10, 2012) - Northland Resources S.A. (TSX:NAU)(FRANKFURT:NPK)(OSLO:NAUR) -

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Northland Resources S.A. (TSX:NAU)(FRANKFURT:NPK)(OSLO:NAUR) ("Northland" or the "Company") is pleased to announce that the equity offering of the equivalent of minimum USD 225 million and maximum USD 250 million, previously announced on February 2, 2012 (the "Equity Offering"), has been significantly oversubscribed. Please refer to the Company's announcement on February 2, 2012 for further details on the Equity Offering and the Company's senior secured bond offering for the equivalent of USD 450 million (the "Bond Offering", and together with the Equity Offering, the "Offerings").

Subject to fulfillment of the conditions for completion of the Equity Offering, the Company will issue approximately 205 million shares at an issue price of NOK 7.00 / CAD 1.21* per share, raising gross proceeds of the equivalent to USD 250 million. The Equity Offering was significantly oversubscribed, with total demand in the book at the time of closing in excess of USD 500 million.

"We are very pleased with the outcome of the Equity Offering, and especially with the very strong demand," said Karl-Axel Waplan, President and CEO of Northland Resources S.A. "During the last weeks we have met with large existing shareholders and high quality institutional investors mainly in Europe and North America, who through their subscriptions show a very strong support of the Company and its projects. The global roadshow announced on February 2, 2012 is still ongoing, and the Company's management and its advisors will focus on closing the Bond Offering."

Completion of the Equity Offering is subject to, inter alia, the corporate resolutions of the Company required to implement the Equity Offering, and receipt of applications for the Bond Offering, at the time of the close of the book building period for the Bond, for an amount equivalent to USD 450 million (in one or several tranches).

Notification of allotment of shares in the Equity Offering is expected to be sent to the applicants on or about February 13, 2012. Subject to any extension of the offering period for the Bond Offering and completion of the Equity Offering, admission to trading of the new shares on Oslo Børs is expected to take place during the week starting February 20, 2012.

The shares issued in the Equity Offering may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the Toronto Stock Exchange (the "TSX") or otherwise in Canada or to or for the benefit of a Canadian resident for a period of four months and one day from the date of issue of the shares (the "Restricted Period"). Until the Restricted Period has lapsed, the shares issued in the Equity Offering that will be recorded in the Norwegian Central Securities Depository ("VPS") and traded on Oslo Børs, will be registered on a separate ISIN. As soon as reasonably possible after the Restricted Period has lapsed, the Company will seek to have such shares registered under the same ISIN as the existing shares of the Company. The shares in the Equity Offering that will be recorded in the VPS may not be traded on the Oslo Børs until the shares have been recorded in the VPS and an EEA prospectus has been approved and published in accordance with the Norwegian Securities Trading Act.

The Company has received the conditional approval for the listing of the Shares issued in the Equity Offering from the TSX, subject to customary listing conditions.

Pareto Securities AS is acting as Global Coordinator and Sole Bookrunner for the Equity Offering, Haywood Securities Inc. is acting as Canadian Lead Agent and Ocean Equities Ltd. acts as Co-Lead Manager.

* Reference to equity documentation: Using the Norwegian Central Bank's currency exchange rate, fixed as of February 9, 2012, CAD 1.21 equates to the CAD 1.20 included in the press release of February 2, 2012.

ON BEHALF OF THE BOARD

Karl-Axel Waplan, President & CEO, Northland Resources S.A.

Visit our website: www.northland.eu.

Northland is a development-stage mining company with a portfolio of iron ore projects in northern Sweden and Finland. The Company's Kaunisvaara Project will exploit two magnetite iron ore deposits in Sweden. The process is expected to yield a high-grade, high-quality magnetite iron concentrate. The construction of the Kaunisvaara project is underway and production is planned to start in the fourth quarter of 2012. Northland has entered into industrial off-take contracts for the entire production from Kaunisvaara. The Company is also preparing a Definitive Feasibility Study for its Hannukainen Iron Oxide Copper Gold Project in Kolari, northern Finland. The results of the study are expected to be released in the first quarter of 2012.

Important Notice

The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Managers are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the Offerings, the contents of this announcement or any of the matters referred to herein.

The Offerings and the distribution of this announcement and other information in connection with the Offerings 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 or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States. The Offerings will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful.

This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Offerings in any jurisdiction outside of Norway or Canada in which such steps would be required. Neither the publication and/or delivery of this announcement shall 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 document is not an offer to sell, or the solicitation of an offer to buy or subscribe for securities in the United States or in any jurisdiction in which such offer, solicitation or sale is unlawful. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act or an exemption from registration. The offer and sale of the 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 announcement does not constitute an offering circular or prospectus in connection with an 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 the information contained in the preliminary short form prospectus or other separate documentation prepared for the purpose of the Offerings. This announcement 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 section 5-12 of the Norwegian Securities Trading Act (Norwegian: verdipapirhandelloven).

Contact Information

  • Northland Resources S.A.
    Karl-Axel Waplan
    President and CEO
    +46 705 104 239

    Northland Resources S.A.
    Peder Zetterberg
    Acting CFO
    +46 708 652 120

    Northland Resources S.A.
    Anders Antonsson
    Vice President - Investor Relations
    +46 709 994 970

    Northland Resources S.A.
    Marguerite Manshreck-Head
    Investors Relations, Canada
    +1 647 224 7882
    www.northland.eu