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

Northland Resources S.A.

May 14, 2014 08:42 ET

Northland Relocates the Parent Company to Sweden

LUXEMBOURG, LUXEMBOURG--(Marketwired - May 14, 2014) -

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", "NRSA" or the "Company") in order to achieve a more efficient group structure and reduce the burden of administrative expenses the Board of Directors will make the recommendation to the shareholders to relocate its registered seat from Luxembourg to Sweden.

The contemplated transfer of the Company to Sweden will be carried out in two separate steps by first i) converting the Company's legal form from a Luxembourg S.A. into a so called Societas Europaea or SE-company and thereafter ii) change its registered seat from Luxembourg to Sweden. The conversion and the migration will not lead to a change of legal entity, and with its seat of registration in Sweden it will be recognized as an equal to other public limited liabilities companies throughout the EU in accordance with the provisions in the EU-Regulation (No 2157/2001) and the applicable Swedish legislation concerning SE-companies (Sw Lag (2004:575) om europabolag). In all material aspects it will be governed by applicable Swedish law in the same manner as a Swedish public limited liability company.

The relocation is subject to the board's adoption of final conversion and migration plans, as well as the shareholders' approval and will require two separate general meetings; one for the conversion into a SE-company and the next for the migration to Sweden.

The relocation will be tied into the ongoing long-term financing process and thereby to be approved in connection with the overall Bondholder's approval required for the contemplated refinancing.

The listing of the Company's securities on the Oslo Stock Exchange will not be affected by the relocation.

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 has also finalized a Definitive Feasibility Study ("DFS") for its Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari, northern Finland.

Forward-Looking Information

This announcement may include "forward-looking" information within the meaning of applicable securities laws. This forward-looking information can 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. This forward-looking information includes 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. By their nature, forward-looking information involves risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking information is not a guarantee 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 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 information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Contact Information

  • Northland Resources S.A.
    Johan Dagertun
    Vice President Financing and Business Control
    +46 920 779 00

    Northland Resources S.A.
    Krister Winsa
    Vice President Accounting and Tax
    +46 920 779 00
    ir@northland.eu
    www.northland.eu