Northland Resources Announces Filing of Final Short Form Prospectus
(Thomson Reuters ONE) -
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 THIS PRESS RELEASE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Luxembourg, December 6, 2010: Northland Resources S.A. (TSX: NAU, OSE: NAUR -
"Northland" or the "Company") is pleased to announce that it has filed a final
short form prospectus with the securities regulatory authorities in each
province of Canada other than Quebec in connection with its previously announced
offering of new shares of the Company (the "Offering"). The Offering will be
made in Canada, Europe, the United States and Asia, subject to applicable law.
The Offering will consist of an issue of a minimum of 90,363,854 shares and a
maximum of 113,000,000 shares of the Company at an offer price of C$2.27 per
share for gross proceeds to the Company of a minimum of C$205,125,950 and a
maximum of C$256,510,000. As previously announced on November 24, 2010, the
Offering has been fully subscribed.
If completed, the 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.
Pareto Securities AS and SEB Enskilda AS (collectively, the "European Lead
Managers") and Ocean Equities Ltd. and Ambrian Partners Ltd. (collectively, the
"European Co-Lead Managers") are acting as the Company's lead managers and co-
lead managers, respectively, in connection with the Offering to certain
investors in Europe, the United States and Asia. Pursuant to an agency agreement
dated December 3, 2010, Haywood Securities Inc. (the "North American Lead
Agent") is acting as the Company's lead agent in connection with the Offering in
Canada and the United States. A copy of the final short form prospectus is
available on the Company's SEDAR profile at www.sedar.com.
Completion of the Offering, which is expected to occur on or about December
9, 2010, is subject to necessary corporate resolutions to complete the Offering.
The Company has received conditional approval for the listing of the shares to
be issued under the Offering from the Toronto Stock Exchange. Trading of the new
shares on the Oslo Børs is subject to 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
"Karl-Axel Waplan"
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
Important Notice
The contents of this announcement have been prepared by and are the sole
responsibility of the Company. The European Lead Managers, the European Co-Lead
Managers and the North American Lead 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 US Securities Act of
1933 (the "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 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).
Cautionary Statement Regarding Forward-Looking Information
This release contains some forward-looking information and forward-looking
statements about the Company, including its business operations, strategy and
expected financial performance and condition. Forward-looking statements include
statements that are predictive in nature, depend upon or refer to future events
or conditions, or include words such as "expects", "anticipates", "intends",
"plans", "believes", "estimates" or negative versions thereof and similar
expressions. In addition, any statement that may be made concerning ongoing
business strategies or prospects and possible future Company action are also
forward looking statements.
Forward-looking statements are based on current expectations and projections
about future events and are inherently subject to, among other things, risks,
uncertainties and assumptions about the Company, economic factors and the
financial services industry generally, including the insurance and mutual fund
industries. They are not guarantees of future performance, and actual events and
results could differ materially from those expressed or implied by forward-
looking statements made by the Company due to, but not limited to, important
factors such as liquidity risk, dependence on key personnel, risks relating to
permits, insurance and uninsured risk, legal and regulatory risk, uncertainty in
the estimation of mineral reserves and mineral resources, uncertainty relating
to inferred mineral resources, risks relating to additional mineral reserves,
competition, additional financing requirements, commodity prices, risks relating
to future sales of minerals, currency risk, credit risk, government regulation,
current global financial conditions, risks relating to the market price of the
Company's shares, future sales of the Company's shares, discretion in the use of
the proceeds of the Offering, dividends, and enforcement of judgments against
the Company and its directors and officers. The reader is cautioned that the
foregoing list of important factors is not exhaustive, and there may be other
factors, including factors set out under "Risk Factors" in the final short form
prospectus, which is available for review at www.sedar.com. The reader is also
cautioned to consider these and other factors carefully and to not place undue
reliance on forward-looking information or forward-looking statements. Other
than as specifically required by applicable law, the Company has no intention to
update any forward-looking information or forward-looking statements whether as
a result of new information, future events or otherwise.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Northland Resources S.A. via Thomson Reuters ONE
[HUG#1469579]
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Datum: 06.12.2010 - 18:27 Uhr
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