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

Northland Resources S.A.

February 15, 2012 16:16 ET

Northland Announces Fully Subscribed Bond Offering and Re-Launch of Fully Subscribed Equity Offering

LUXEMBOURG, LUXEMBOURG--(Marketwire - Feb. 15, 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. ("Northland" or the "Company") is pleased to announce that the Company has received subscriptions for USD 350 million in its senior secured bond offering (the "Bond Offering") and re-launch of an equity offering equivalent to USD 325-330 million (the "Equity Offering", and together with the Bond Offering, the "Offerings").

Reference is made to the Company's announcement on February 2, 2012, in which it announced the launch of an equity offering for the equivalent of up to USD 250 million (the "Original Equity Offering") and a secured bond offering of USD 450 million (the "Original Bond Offering"), and to the Company's announcement of February 10, 2012, in which it announced that the Original Equity Offering had been fully subscribed.

Due to high demand in the Original Equity Offering and in order to secure full subscription for the Bond Offering, the Company decided to increase the size of the Equity Offering to the equivalent of USD 325-330 million and reduce the size of the Bond Offering to the equivalent of USD 350 million. The Bond Offering has been fully subscribed.

The Equity Offering will entail a book-build for an amount equivalent to USD 325-330 with a price range of NOK 6.0 to 7.0 per share. The book is fully subscribed within the price range by existing shareholders and institutional investors.

The Equity Offering will close tonight 11 pm CET.

Completion of the Equity Offering is subject to, inter alia, the corporate resolutions of the Company required to implement the Equity Offering, the receipt of conditional approval for the listing of the shares issued in the Equity Offering from the Toronto Stock Exchange, (the "TSX") and the full subscription for the Bond Offering.

The shares issued in the Equity Offering may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of 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.

Subject to fulfillment of certain conditions precedent, including the completion of the Equity Offering, it is expected that settlement of the Bond Offering will occur on or about March 6, 2012. Upon settlement of the Bond Offering, the Company's indirect wholly owned subsidiary, Northland Resources AB (publ) will issue senior secured bonds in the aggregate amount equivalent to USD 350 million. The coupon rate will be 13% per annum, payable semi-annually. 20% of the Bonds shall be repaid during the fourth year of the term at 110% of par, and 20% of the Bonds shall be repaid during the fifth year of the term at 105% of par. The balance of the Bonds shall be paid at final maturity on the date falling five years after settlement. An application will be made to list the bonds on Oslo Børs or another reputable exchange.

In addition to the financing from the Offerings, Standard Bank has credit approved a senior secured cost overrun facility to Northland to finance potential cost overruns up to a maximum of USD 40 million. The facility will be senior secured but subordinated to the Bond Offering and will mature after the Bond matures.

Pareto Securities AS is acting as Global Coordinator and Sole Bookrunner for the Offerings, Haywood Securities Inc. is acting as Canadian Lead Agent. Standard Bank Plc. and Ocean Equities Ltd. acts as Co-Lead Managers for the Offerings. Arctic Securities ASA is acting as Co-Lead Manager for the Bond Offering.

ON BEHALF OF THE BOARD

Karl-Axel Waplan, President & CEO

Northland Resources S.A.

For more information, please 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 towards the end of 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