NORTHLAND RESOURCES: NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

NORTHLAND RESOURCES S.A.
Société anonyme
Registered office: 7A, rue Stümper, L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 151.150
(the Company)

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of the Company will be held at 7A, rue Stümper, L-2557 Luxembourg, Grand-Duchy of Luxembourg on May 19, 2010 at 12 a.m. (CET), for the following purposes:

(a) Acknowledgment of the convening of the meeting at 12.00 AM instead of 10.00 AM as indicated in the articles of association of the Company; 

(b) Presentation of the reports of (i) the board of directors and (ii) the statutory auditor of the Company on the Annual Accounts (as defined herein after) in respect of the financial year ended as of January 31, 2010 (the Financial Year); 

(c) Approval of the annual accounts for the Financial Year (the Annual Accounts) and allocation of the results as per January 31, 2010; 

(d) Discharge (quitus) to the members of the board of directors and to the statutory auditor of the Company for, and in connection with, the Financial Year;

(e) Renewal of the mandate of the statutory auditor for a period of one (1) year and determination of its remuneration; 

(f) Renewal of the mandate of the members of the board of directors except for Mr. Frode Teigen for a period of one (1) year; 

(g) Approval of fees to non-executive members of the board of directors of CDN $25,000 per annum, with an additional CDN $5,000 per annum to those directors serving as Committee Chairs;  

(h) Authorization and empowerment of any director of the Company, or the Chief Executive Officer, acting on behalf of the board of directors, to do all other acts and things as they shall at their discretion deem necessary or desirable for the purpose of giving effect to any of the above items of the agenda and to see to and to accomplish any necessary formalities with the relevant Luxembourg authorities in relation to the items of this agenda, including, but not limited, to the filing of documents with the Luxembourg Register of Commerce and Companies and the publication of excerpts in the Mémorial, Recueil des Sociétés et Associations, and generally to perform any other action that may be necessary or useful in relation thereto; and 

(i) To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof. 

Shareholders are hereby informed that the resolutions shall be passed by a majority of the votes cast irrespective of the number of shares present or represented.

Shareholders who are unable to attend the meeting are requested to complete, date, sign and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the information circular accompanying this notice. A Shareholder who wishes to attend the meeting may register with the Scrutineer before the meeting begins.

DATED April 27, 2010.

BY ORDER OF THE BOARD


Karl-Axel Waplan, President and CEO

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary.  Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.  See "Non-Registered Holders" in the accompanying Information Circular.