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

Northland Resources S.A.

February 23, 2012 14:21 ET

Northland Completes USD 325 Million Offering of Shares

LUXEMBOURG, LUXEMBOURG--(Marketwire - Feb. 23, 2012) - Northland Resources S.A. (TSX:NAU)(OSE:NAUR)(FRANKFURT:NPK) -

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)(OSE:NAUR)(FRANKFURT:NPK) ("Northland" or the "Company") is pleased to announce that it has completed its previously announced offering of new shares of the Company (the "Equity Offering") for the equivalent of approximately USD 325 million.

The Company has on February 23, 2012 issued 287,500,000 new shares with total gross proceeds of the equivalent of approximately USD 325 million. The Company intends to use the net proceeds from the Equity Offering towards funding of capital and operating expenditures at the Kaunisvaara project, including the logistics solution for the transportation of iron ore concentrates, Hannukainen Definitive Feasibility Study, repayment of the bridge financing provided by Standard Bank Plc, exploration expenditures in Sweden and Finland, working capital and general corporate purposes.

Following the completion of the Equity Offering, the Company has 514,128,899 shares issued and outstanding, all of which are validly and legally issued and fully paid. Each share entitles its holder to one vote at general meetings of the Company. Subject to the timely approval and publication of an EEA prospectus in accordance with the Norwegian Securities Trading Act, admission to trading of the new shares on Oslo Børs is expected to take place on February 27, 2012.

The Toronto Stock Exchange has conditionally approved the listing of the shares issued in the Equity Offering subject to customary listing conditions. 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 before June 24, 2012. Of the total number of shares issued in the Equity Offering, 248,163,800 will be recorded in the Norwegian Central Securities Depository ("VPS"), will be registered on a separate ISIN and will trade on Oslo Børs under the separate ticker code "NAUR R". As soon as reasonably possible after June 24, 2012, the Company will seek to have such shares registered under the same ISIN as the existing shares of the Company and merge the trade of all "NAUR" and "NAUR R" shares. The shares in the Equity Offering that will be recorded in the VPS may not be traded on 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 expects closing of its previously announced bond offering to 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, becomes a reporting issuer in any province or territory of Canada.

Pareto Securities AS is acting as Global Coordinator and Sole Bookrunner for the Offering, 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 Offering. Arctic Securities ASA is acting as Co-Lead Manager for the Bond Offering. Ondra Partners is financial advisor to Northland.

ON BEHALF OF THE BOARD

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

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 Equity Offering, the contents of this announcement or any of the matters referred to herein.

The Equity Offering and the distribution of this announcement and other information in connection with the Equity Offering 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.

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 Equity Offering 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 separate documentation prepared for the purpose of the Equity Offering. 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