Northland Resources S.A.
OSLO : NAUR
FRANKFURT : NPK
OMX : NAURo

Northland Resources S.A.

May 20, 2013 12:49 ET

Northland Relaunches Bond on Revised Terms

LUXEMBOURG, LUXEMBOURG--(Marketwired - May 20, 2013) -

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. (OSLO:NAUR)(FRANKFURT:NPK)(OMX:NAURo) (together with its subsidiaries "Northland", or the "Company") announces that it will today relaunch its bond offering on revised terms (the "Offering).

Northland announced in a press release dated May 7, 2013, that it had launched a USD 362 million senior secured bond offering. In a press release dated May 15, 2013, it was announced that the subscription period was extended until May 17, 2013. While the Company has received substantial interest for its original offering, several large orders have been conditional on revised terms. The Company has therefore decided to offer revised terms for the new bond. The key changes are:

  • Total issue sized reduced from USD 362 million to USD 335 million

  • Coupon increased from 12% to 15%, coupon payments (PIK/cash) unchanged

  • Warrants exercisable into post-restructuring equity in Northland Resources S.A. increased from 14.2% to 50% (in aggregate)

  • Number of board representatives for new bond increased from one to two

In addition, certain key changes have been proposed to the restructuring terms previously announced for the existing USD 370 million of existing bonds:

  • Mandatory equitization at earlier of i) the Company having produced and sold 4m tonnes of iron ore concentrate on a rolling 12 month basis, or ii) July 2016

  • Bonds convertible into shares representing 46.9% of the fully diluted post-restructuring equity in Northland Resources S.A. (from previously 80.5%). As a consequence, the current existing shareholders will hold 3.1% of the fully diluted post-restructuring equity in Northland Resources S.A.

  • Number of board representatives reduced from three to two

Further, certain key changes have been proposed to the treatment of the supplier credit in the restructuring:

  • Certain key suppliers to defer their pro rata share of USD 30 million supplier payment in December 2013 for payment under the waterfall; corresponding to USD 27 million (USD 23.6 million excl. of VAT),

  • Other terms and structure of waterfall remain unchanged

The changes to the offering, the existing USD 370m bonds and the changes to the supplier credit is subject to the approval by the existing bondholders (at a bondholder meeting expected to be held on Friday 24 May, 2013), the Administrator and certain key suppliers.

The subscription period for the Offering will end on Wednesday May 22, 2013.

For the Offering, Arctic Securities ASA and Pareto Securities AS are acting as Joint Lead Managers and Bookrunners, and Ocean Equities Ltd. is acting as Co-Lead Manager.

Karl-Axel Waplan

President & CEO, Northland Resources S.A.

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).

Contact Information

  • 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
    +46 727 244 109
    www.northland.eu

    Arctic Securities ASA
    Arctic Fixed Income Sales
    +47 2101 3060

    Pareto Securities AS
    Pareto Fixed Income Sales
    +47 2287 8770