Northland: Notice of Extraordinary General Meeting
LUXEMBOURG, LUXEMBOURG -- (Marketwired) -- 05/07/13 -- Northland Resources S.A. (OSLO: NAUR)(FRANKFURT: NPK)(OMX: NAURo) (together with its subsidiaries "Northland", "NRSA" or the "Company") will hold an extraordinary general meeting of the shareholders of the Company. The meeting will held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on June 4th, 2013 at 11:00 a.m. (CET).
Notice is hereby given that an extraordinary general meeting of the shareholders of the Company will be held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on June 4, 2013 at 11:00 a.m. (CET), in order to deliberate upon the following agenda:
Agenda:
1. Subject to resolutions 2) to 12) being duly adopted, decision to amend article 6.5 of the articles of association of the Company so as to provide for the possibility to divide the shares of the Company in fractions (coupures) to read as follows:
"6.5. The shares are indivisible and the Company recognises only one (1) owner per share. Each share can also be divided in fractions (coupures) of an equal denomination. The division can only be made within the framework of the restructuring of the share capital resolved by the General Meeting."
2. Subject to resolution 1) and resolutions 3) to 12) being duly adopted and in order to restructure the Company's equity, decision to reduce the share capital of the Company from its current amount of CAD 51,417,889.90 down to CAD 51,417.89 without the cancellation of existing shares in the Company. The proceeds of the foregoing capital reduction shall be allocated to a special distributable reserve of the Company;
3. Subject to resolutions 1) to 2) and resolutions 4) to 12) being duly adopted and in order to restructure the Company's equity, decision to approve a reverse stock split of the issued shares of the Company by exchanging 100 existing shares against 1 new share and consequently to exchange all of the 514,178,899 shares in the Company against 5,141,789 new shares;
4. Subject to resolutions 1) to 3) and resolutions 5 to 12) being duly adopted and in order to restructure the Company's equity, subsequent amendment to the first paragraph of article 5.1 of the articles of association of the Company as follows:
"5.1 The share capital is set at fifty-one thousand four hundred and seventeen Canadian Dollars and eighty-nine cents (CAD 51,417.89) represented by five million one hundred and forty-one thousand seven hundred and eighty-nine (5,141,789) shares in registered form, without nominal value, all subscribed and fully paid-up."
5. Subject to resolutions 1) to 4) and resolutions 6) to 12) being duly adopted and in order to restructure the Company's equity, decision to (i) reduce the share capital of the Company by an amount corresponding to the aggregate accounting par value of all the fractional interests issued by the Company as a result of the above reverse stock split and by way of cancellation of such fractional interests, such an amount not to exceed CAD 2,000 to be calculated by the board of directors of the Company and subsequent delegation of power and instruction to the board of directors of the Company to record by way of a notarial deed the final amount of the foregoing capital reduction within one (1) month of the date of this meeting and (ii) to pay to the holders of the cancelled fractional interests the market value of such fractional interests as at the date of their cancellation (rounded up to the nearest CAD cent);
6. Subject to resolutions 1) to 5) and resolutions 7) to 12) being duly adopted, decision to authorize the board of directors to: (i) issue up to 15,811,730 warrants to subscribe for shares of the Company to the holders of any first lien bonds and first lien tap bonds issued by Northland Resources AB (publ.); (ii) assume the obligations from Northland Resources AB (publ) resulting from certain senior bonds issued by it and listed with the Oslo Bors; and (iii) amend the terms and conditions of such bonds so that they become convertible bonds;
7. Subject to resolutions 1) to 6) and resolutions 8) to 12) being duly adopted, decision to renew the Company's authorized share capital for a further period of five (5) years and to set the amount of such authorized share capital to the amount of CAD 1,102,657.29;
8. Subject to resolutions 1) to 7) and resolutions 9) to 12) being duly adopted, subsequent amendment to the second paragraph of article 5.1 and article 5.3 of the articles of association of the Company so as to be worded as follows:
"5.1 The authorized share capital (which for the avoidance of doubt does not comprise the issued share capital) is set at one million one hundred and two thousand six hundred and fifty-seven Canadian Dollars and twenty-nine cents (CAD 1,102,657.29)."
"5.3. the Board is authorized, for a period of five (5) years from 8 July, 2013, to:
(i) increase the current share capital of the Company in one or several times up to the amount of the current authorized share capital of the Company as set forth in article 5.1 hereof, through the issuance of new shares having the same rights as the existing shares;
(ii) to issue in one or more issuances within the authorized share capital:
(a) warrants (being warrants issued to the original holders thereof in their capacity as holders of first lien bonds issued by the Company) which entitle their holder to subscribe for new shares having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of one hundred and fifty-eight thousand one hundred and seventeen Canadian Dollars thirty cents (CAD 158,117.30);
(b) convertible bonds which entitle their holder to subscribe for new shares having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of seven hundred and eighty-six thousand seven hundred and ninety-three Canadian Dollars seventy-two cents (CAD 786,793.72); and
(c) new shares, warrants or stock options which entitle their holder to subscribe for new shares having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of fifty-one thousand four hundred and thirty-six Canadian Dollars thirty-one cents (CAD 51,436.31).
(d) new shares to be offered to the shareholders (and their transferees and successors in title) who were shareholders at the extraordinary general meeting of the Company which resolved upon the adoption of this article 5.3 in its current form, having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of fifty-three thousand one hundred and fifty-four Canadian Dollars ninety-eight cents (CAD 53,154.98), provided however that the subscription price per share of such new shares may not be lesser than the conversion price per share to be paid by the holders of all second lien bonds issued by the Company (if any) at the relevant time in accordance with the terms of such bonds.
(e) new shares to be offered to the shareholders (and their transferees and successors in title) who were shareholders at the extraordinary general meeting of the Company which resolved upon the adoption of this article 5.3 in its current form, having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of fifty-three thousand one hundred and fifty-four Canadian Dollars ninety-eight cents (CAD 53,154.98), provided however that (i) such issue shall be subject to the consent of holders of a majority of all second lien bonds issued by the Company from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument (save where such consent is provided for in any agreement or term sheet among the foregoing parties and subject to the terms of such consent) and (ii) the subscription price per share of such new shares may not be lesser than the conversion price per share to be paid by the holders of all second lien bonds issued by the Company (if any) at the relevant time in accordance with the terms of such bonds.
(iii) limit or withdraw the shareholders' preferential subscription rights in respect of any new shares, warrants, convertible bonds or stock options issued pursuant to this article 5.3 and determine the persons authorized to subscribe to the new shares; and
(iv) record by way of a notarial deed each share capital increase and amend the share register accordingly."
9. Subject to resolutions 1) to 8) and resolutions 10) to 12) being duly adopted, decision to amend article 7.1 of the articles of association of the Company so as to be worded as follows:
"7.1. Composition of the board of directors and appointment of the directors
(i) The Company is managed by a board of directors (the Board) composed of at least three (3) members and maximum seven (7) members, who need not be shareholders.
(ii) Subject to article 70 of the Law, candidates for appointment to the Board will be selected by a committee of directors established for such purpose (the "Nomination Committee"). The Nomination Committee will be composed of those directors appointed to the Board pursuant to the exercise of the First Lien Board Member Rights (as defined below), the Second Lien Board Member Rights (as defined below) and the Metso and Peab Board Member Rights (as defined below) (together, the "Board Member Rights").
For the purposes of this article,
"First Lien Board Member Rights" means the following:
- The holders of a majority of all first lien bonds issued by Northland Resources AB (publ) from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument will be entitled in each case by written notice to nominate one (1) candidate for a directorship to the Nomination Committee (the "First Lien Bondholders' Nominee"). The General Meeting will be convened to approve the appointment of such nominated person and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that the First Lien Bondholders' nominee is not appointed by the General Meeting, that nominee will be appointed as a board observer by the Board.
"Second Lien Board Member Rights" means the following:
- The holders of a majority of all second lien bonds issued by the Company from time to time (if any) or the trustee of any such bonds acting at the direction of a majority of the holders of any such bonds or in accordance with the terms of any relevant underlying bond instrument will be entitled in each case by written notice to nominate three (3) candidates for directorships to the Nomination Committee (the "Second Lien Bondholders' Nominee"). The General Meeting will be convened to approve the appointment of such nominated persons and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that the Second Lien Bondholders' nominees are not appointed by the General Meeting, those nominees will be appointed as board observers by the Board.
"Metso and Peab Board Member Rights" means the following:
- Metso Minerals (Sweden) AB and its affiliates ("Metso") and Peab AB and its affiliates ("Peab") will, together, be entitled to nominate one (1) candidate for a directorship to the Nomination Committee ("Metso and Peab's Nominee"). The General Meeting will be convened to approve the appointment of such nominated person and the Nomination Committee will propose and recommend such person for election to the General Meeting.
- In the event that Metso and Peab's Nominee is not appointed by the General Meeting, that nominee will be appointed as a board observer by the Board.
(iii) The General Meeting finally appoints the directors and determines their number and the term of their office. The General Meeting, upon proposal of the Board, shall determine the remuneration of the directors. Directors cannot be appointed for more than six (6) years and are re-eligible."
(iv) Without prejudice to the Board Member Rights, directors may be removed at any time (with or without cause) by a resolution of the General Meeting.
(v) If the office of a director becomes vacant, the majority of the remaining directors may fill the vacancy on a provisional basis until the final appointment is made by the next General Meeting, ensuring that the First Lien Board Member Rights, the Second Lien Board Member Rights and the Metso and Peab Board Member Rights are effected at all times."
10. Subject to resolutions 1) to 9) and resolutions 11) to 12) being duly adopted, decision to appoint Mr. Leif Salomonsen as new director of the Company until the next annual general meeting resolving upon the annual accounts of the Company as at December 31, 2013;
11. Subject to resolutions 1) to 10) and resolution 12) being duly adopted, decision to appoint Mr. Runar Nilsen as new director of the Company until the next annual general meeting resolving upon the annual accounts of the Company as at December 31, 2013;
12. Subject to resolutions 1) to 11) being duly adopted, acknowledgment of any director's resignation which took place prior to this general meeting.
Shareholders are hereby informed that in accordance with Article 67-1 (2) of the Luxembourg law of August 10, 1915 on commercial companies as amended, an extraordinary general meeting of shareholders may only validly deliberate if a quorum of at least 50% of the share capital is present or represented and a majority of at least 2/3 of the votes cast is reached, for a decision to be approved. If the first of these conditions is not satisfied, the meeting may be reconvened and may in such case deliberate regardless of the portion of the share capital 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.
Shareholders are further informed that they are entitled to dissent in accordance with the terms of article 14 of the Company's articles of association.
ON BEHALF OF THE BOARD
Karl-Axel Waplan, President & CEO, Northland Resources S.A.
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 "Advice to Beneficial Holders" in the Information Circular published on www.sedar.com and available from the Company.
Northland is a producer of iron ore concentrate, with a portfolio of production, development and exploration mines and projects in northern Sweden and Finland. The first construction phase of the Kaunisvaara project is complete and production ramp-up started in November 2012. The Company expects to produce high-grade, high-quality magnetite iron concentrate in Kaunisvaara, Sweden, where the Company expects to exploit two magnetite iron ore deposits, Tapuli and Sahavaara. Northland has entered into off-take contracts with three partners for the entire production from the Kaunisvaara project over the next seven to ten years. The Company is also preparing a Definitive Feasibility Study ("DFS") for its Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari, northern Finland and for the Pellivuoma deposit, which is located 15 km from the Kaunisvaara processing plant.
Cautionary Statement
This press release may include "forward-looking" statements and "forward-looking information" within the meaning of applicable securities laws. These forward-looking statements and forward-looking information may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements and forward-looking information include all matters that are expectations concerning, among other things, Northland's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates, projected capital and operating expenditures, production and price forecasts, assumed exchange rates and the company's anticipated funding requirements and sources thereof. By their nature, forward-looking statements and forward-looking information involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Such factors include, among others, those factors discussed in the section entitled "Risk Factors" in the Company's annual information form dated March 28, 2013, and the Company's management discussion and analysis of results of operations and financial condition ("MD&A") for the year ended December 31, 2012 and as updated in this press release. Readers are cautioned that forward-looking statements and forward-looking information are not guarantees of future performance and that Northland's actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements and forward-looking information contained in this press release. In addition, even if Northland's results of operations, financial condition and liquidity, and the development of the industry in which Northland operates are consistent with the forward-looking statements and forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
The distribution of this press release 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 should come are required to inform themselves about and to observe any such restrictions.
The Offering will only be available in the United Kingdom to persons who are both (a) qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order). The Offering is only available to relevant persons or will be engaged in only with relevant persons.
This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such distribution or where prior registration or approval is required for that purpose. No steps have been taken or will be taken in any jurisdiction outside of Norway or Canada in which such steps would be required. The publication of this announcement shall not 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 press release is not an offer to sell, or the solicitation of an offer to buy or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to registration. The offer and sale of any 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 press release does not constitute an offering circular or prospectus in connection with any 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 separate documentation prepared for the purpose of such offerings. This press release 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 sections 5-12 of the Norwegian Securities Trading Act (Norwegian: verdipapirhandelloven,, as well as the requirements of the Luxembourgish Transparency Law.
Contacts:
Northland Resources S.A.
Karl-Axel Waplan
President and CEO
+46 705 104 239
Northland Resources S.A.
Eva Kaijser
CFO
+46 709 320 901
Northland Resources S.A.
Petter Brunnberg
Investor Relations
+46 727 24 41 09
www.northland.eu
