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

Northland Resources S.A.

February 16, 2012 03:29 ET

Northland Announces the Successful Subscription of Bond Offering and Equity Offering

LUXEMBOURG, LUXEMBOURG--(Marketwire - Feb. 16, 2012) -

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)(OSLO:NAUR)(FRANKFURT:NPK) - ("Northland" or the "Company") is pleased to announce that it has closed the Equity Offering for the equivalent of USD 325 million at a price equal to NOK 6.50* per share and the Bond Offering equivalent to USD 350 million. Reference is made to the press release as of February 15, 2012.

"The robust response from current and potential shareholders is most encouraging and the market has now confirmed that the balance between equity and debt has been optimized," said Karl-Axel Waplan, President and CEO of Northland Resources S.A. "The completion of the bond and equity offering for a total of USD 675 million, in combination with the continuing support from Standard Bank, with the Bridge Financing from December last year and the Cost Overrun Facility, have secured the required financing for the Kaunisvaara project to first production. We believe this will enable the Company to start mining during the fourth quarter this year, with the first shipment of concentrate occurring in the first quarter 2013, fully in accordance with the plans set up when we started execution of the project in January 2011."

Subject to fulfillment of the conditions for completion of the Equity Offering, the Company will issue approximately 288 million new shares.

Notification of allotment of shares in the Equity Offering is expected to be sent to the applicants on or about February 16, 2012. Completion of the Equity Offering and admission to trading of the new shares on Oslo Børs is expected to take place on or about February 24, 2012.

Completion of the Equity Offering is subject to, inter alia, the corporate resolutions of the Company required to implement the Equity Offering and a conditional approval for the listing of the Shares by the Toronto Stock Exchange ("TSX").

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, it is expected that settlement of the Bond Offering will occur on or about March 6, 2012. An application will be made to list the bonds on Oslo Børs or another reputable exchange. The bonds issued pursuant to the Bond Offering will not be listed on the TSX and may not be sold, transferred, hypothecated or otherwise traded in Canada or to or for the benefit of a Canadian resident for a period of four months and one day from the later of (i) the date of the closing of the Bond Offering and (ii) the date that the issuer, Northland Resources AB, became a reporting issuer in any province or territory of Canada.

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

*NOK 6.50 equals CAD 1.13 per Share using the Norwegian Central Bank CAD/NOK exchange rate at February 15, 2012 of 5.7676

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 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