Northland Resources: Changes Following the Continuation
Luxembourg, January 25, 2010 - Northland Resources S.A. (the "Corporation")
Reference is made to the stock exchange release of 20 January 2010 regarding the Corporation's continuance from the jurisdiction of British Columbia to Luxembourg (the "Continuation").
As a result of the Continuation, a new ISIN will be registered for the Corporation's shares. The Corporation is currently in the process of obtaining a Luxembourg ISIN and will notify the market accordingly when the new ISIN has been obtained. The Corporation's shares may in the meantime be traded under the old Canadian ISIN.
As a result of the Continuation, Luxembourg is, for the purpose of EU directives, the home state of the Corporation. This, inter alia, means that disclosure of significant shareholdings and disclosure of financial reports will be subject to Luxembourg laws. In addition, significant shareholdings concerning the Corporation must be disclosed under the rules applicable for companies listed at the Toronto Stock Exchange.
A further change following the Continuation is that Norwegian take over rules as set out in chapter 6 of the Norwegian Securities Trading Act will apply. Norwegian take over rules will apply with respect to matters of a legal nature related to the bidding process, including questions concerning the compensation offered in connection with the bid, and in particular the bid price, the bid procedure, information on the bidder's decision to present a bid, the content of the offer document and publication of the bid, and such matters will be monitored by the applicable authority in Norway. Luxembourg law will apply with respect to matters of a legal nature related to information to employees of the Corporation and company law questions, including matters concerning the thresholds at which mandatory bid obligations are triggered, possible exemptions from the obligation to present a bid and exceptions from the mandatory bid obligation, and such matters will be monitored by the applicable authority in Luxembourg. In addition, the take over rules applicable to companies listed at the Toronto Stock Exchange will apply to take over bids concerning the Corporation
ON BEHALF OF THE BOARD OF
NORTHLAND RESOURCES INC.
"Anders Hvide",
Executive Chairman
For more information on Northland Resources Inc. please visit:
www.northlandresourcesinc.com, or contact:
Anders Hvide, Executive Chairman, Oslo: Tel. +47 92 88 98 58
Paul Marsden, VP, Marketing and Corporate Development, London: +44 77 76 18 09 88
Deborah Craig, VP, Northland Resources AB: +46 70 638 43 00
Aurelian Bukatko,Chief Financial Officer & Corporate Secretary Northland ResourcesSA+35227616134
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking statements" within the meaning of Canadian securities laws. Generally, the words "expect", "intend", "will" and similar expressions identify forward-looking information. By their very nature, forwardlooking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any of our forward-looking information. Since forwardlooking statements address events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. All of the Corporation's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials. The foregoing commentary is based on the beliefs, expectations and opinions of management on the date the statements are made. The Corporation disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.