Northland Resources Announces Successful 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 24, 2010: Northland Resources S.A. (TSX: NAU, OSE: NAUR- "Northland" or the "Company") is pleased to announce that the offering previously announced on November 23, 2010 (the "Offering") has been fully subscribed. Please refer to the previous announcement on the Offering on November 23, 2010 for further details on use of proceeds of the Offering and the division of the Offering between the European tranche and the North American tranche.
The Company will issue 113 million shares at an issue price of (NOK 13.50 / CAD 2.27) per share, raising gross proceeds of USD 250 million. Approximately 65 per cent of the Offering was placed through the European tranche, whereas 35 per cent of the Offering was placed through the North American tranche. The Offering was significantly oversubscribed.
"We are very pleased with the outcome of this Offering, especially as we have expanded our shareholder base significantly. The new investors include both large institutional investors as well as resource-based mutual funds. Having raised the necessary financing to start the development of our Kaunisvaara Project and further develop our Hannukainen Project, we believe that we are in a position to deliver strong results for all Northland's stakeholders," says Karl-Axel Waplan, President & CEO of Northland.
Completion of the Offering is subject to necessary corporate resolutions to complete the Offering, approval of listing of the new shares issued by the Toronto Stock Exchange and approval of the Company's final short form prospectus by the securities regulatory authorities in all of the provinces of Canada other than Quebec.
Completion of the Offering is expected to take place during the week of December 6, 2010. Trading of the new shares on the Oslo Børs is subject to the approval of a listing prospectus by the relevant authorities and the publication of such prospectus.
Pareto Securities AS and SEB Enskilda AS act as European Joint Lead Managers and Joint Book-Runners, and Ocean Equities Ltd. and Ambrian Partners Ltd. act as European Co-Lead Managers, in connection with the European tranche. Haywood Securities Inc. acts as the Company's Agent in connection with the North American tranche.
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. 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 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).
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)