Northland Resources Announces Launch of Equity Offering
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 THE STOCK EXCHANGE NOTICE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF
THE SECURITIES DESCRIBED HEREIN
Luxembourg, November 23, 2010: Northland Resources S.A. (TSX: NAU, OSE: NAUR - "Northland" or the "Company") has decided to launch an offering of new shares of the Company in the amount of USD 200-250 million (the "Offering"). The share price in the Offering will be determined through an accelerated book-building process. Net proceeds of the Offering are intended to be used by Northland to fund capital expenditures at the Kaunisvaara Project, for the feasibility study on the Hannukainen Project, for the feasibility study on the Pellivuoma deposit, for exploration expenditures in Sweden and Finland, and for working capital and general corporate purposes. A preliminary short form prospectus in respect of the Offering has been filed with each provincial securities regulator in Canada except Quebec and is available on SEDAR at www.sedar.com.
The Offering comprises two tranches. One tranche (the "European Tranche") will be marketed to certain professional and institutional investors in Europe and Asia and in the United States to "qualified institutional buyers" (each a "QIB") as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), with delivery of shares (in the form of depository receipts) in the Norwegian Central Securities Depository to be listed on Oslo Børs. Pareto Securities AS and SEB Enskilda AS are acting as European Lead Managers, and Ocean Equities Ltd. and Ambrian Partners Ltd. are acting as European Co-Lead Managers, in connection with the European Tranche. The minimum order in the European Tranche has been set to the number of shares that equals an aggregate purchase price of at least NOK 500,000. The second tranche (the "North American Tranche") will be marketed to the public in Canada and to Institutional Accredited Investors (as defined in Rule 501 (a)(1), (2), (3) or (7) under the U.S. Securities Act) in the United States with delivery of shares, in Canada, in registered form to CDS Clearing and Depository Services Inc., and, in the United States, in physically certificated form. Haywood Securities Inc. is acting as the Company's North American Lead Agent in connection with the North American Tranche. No particular portion of the new shares is reserved for either of the European or the North American Tranche.
The book-building and application period commences today (November 23, 2010) at 17:30 CET, and closes on November 24, 2010 at 06:00 CET. The Company may, however, at any time resolve to close or extend the book building period at their own discretion, but it will in no event close earlier than today (November 23, 2010) at 19:00 CET. Allocation of the new shares is expected to take place before opening of Oslo Børs on November 24, 2010 (subject to extension).
Completion of the Offering is subject to necessary corporate resolutions to complete the Offering, approval of the listing of the new shares issued pursuant to the North American Tranche by the Toronto Stock Exchange and approval of the Company's final short form prospectus by the securities regulatory authorities in all provinces of Canada other than Quebec.
Completion of the Offering is expected to take place on or about December 7, 2010. Trading of the new shares on Oslo Børs is subject to the approval of a listing prospectus by the relevant authorities and the publication of such prospectus.
Northland is a development-stage mining company with a portfolio of iron projects in northern Sweden and Finland. Northland's Kaunisvaara Project contemplates the staged development of 2 magnetite iron ore deposits that would provide feed to a single, multi-line processing facility in Sweden, producing a high-grade, high-quality magnetite iron concentrate. The results of the Feasibility Study on the Kaunisvaara Project were released September 27, 2010.
ON BEHALF OF THE BOARD
President & CEO
Northland Resources S.A.
For more information, please contact:
Karl-Axel Waplan, President and CEO: +46 705 104 239
Anders Hvide, Executive Chairman: +47 92 88 98 58
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Joint Lead Managers, the Co-Lead Managers and the Agent 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 contemplated Offering, the contents of this announcement or any of the matters referred to herein.
The Offering and the distribution of this announcement and other information in connection with the 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. The Offering 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 Offering 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 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 US Securities Act or an exemption from, or in a transaction not subject to registration. The offer and sale of the securities referred to herein has not been and will not be registered under the 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 of the Company dated November 17, 2010 or other separate documentation prepared for the purpose of the 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).