Northland Announces Default Pursuant to National Policy 12-203
Luxemburg, March 28, 2013 – Northland Resources S.A. (OSE: NAUR, Frankfurt: NPK, First North/Nasdaq: NAURo – together with its subsidiaries, “Northland” or the “Company”) announced today that it expects the Ontario Securities Commission (the “OSC”) will note the Company in default of its continuous disclosure obligations under Ontario securities law due to the Company not filing by April 2, 2013, its audited financial statements (the “Annual Financial Statements”) and associated management discussion and analysis (the “MD&A”) for the fiscal year ended December 31, 2012.
Since January 2013, Northland has faced serious liquidity issues. During this period the Company has published its Q4 2012 unaudited interim condensed financial statements. However, since the negotiations with potential investors are still ongoing, management of the Company is currently not in a position to evaluate the potential impacts of these negotiations on the Annual Financial Statements and to finalize its assessment of the going concern assumption. As a result, the Company is not in the position to file its Audited Annual Financial Statements and MD&A by April 2, 2013.
The Company expects that the OSC will note that the Company will remain in default until it files the Annual Financial Statements and MD&A. To that end and to rectify the Company’s financial situation, the Company is in the process of raising additional financing outside of Canada. The Company expects to have completed the raise of additional financing and file the Annual Financial Statements and MD&A by April 30, 2013. This timing is in compliance with the deadline for filing annual audited financial statements under the Norwegian Securities Trading Act and is also in compliance with the pan-European requirements for financial reporting applicable to companies listed within the European Economic Area, as set out in Transparency Directive 2004/109/EC and implemented in both Norway and Luxembourg.
Although the Company is still working on securing its long term financing, the Company announced on March 22, 2013 that its bond-holders and major suppliers agreed to provide a short term financing totalling USD 20 million, of which USD 10 million comes from the debt service account of the bond trustee, with an additional USD 10 million being provided as a bridge facility by major suppliers. The funding received is expected to allow the Company to continue its operations at the present level and the Company believes it will realistically be able to resolve its long term financing solution during April 2013.
In the meantime, the Company has submitted an application to the Canadian securities regulatory authorities pursuant to National Policy 12-203 — Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203”) requesting that a management cease trade order be imposed upon the officers of the Company in lieu of a general cease trade order in respect of the Company’s continuous disclosure default.
Subsequently, the Company intends to satisfy the alternative information guidelines prescribed by NP 12-203 by issuing bi-weekly default status reports in the form of news releases so long as it remains in default of continuous disclosure requirements.
“Karl-Axel Waplan”
President & CEO, Northland Resources S.A.
For more information, please contact:
Eva Kaijser, CFO, +46 709 320 901
Anders Antonsson, Vice President – Investor Relations: +46 709 994 970
Web site: www.northland.eu