Welcome!

News Feed Item

Northland Resources S.A.: Notice of Extraordinary General Meeting of the Shareholders

LUXEMBOURG, LUXEMBOURG -- (Marketwired) -- 07/03/14 -- 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 be held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on July 28, 2014 at 10:00 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 July 28, 2014 at 10:00 a.m. (CET) (the "EGM"), in order to deliberate upon the following agenda:

Agenda:

1.  Final appointment of Peter Pernlof as a member of the board of directors
    of the Company with an effective date as of 17 June 2014 until the next
    annual general meeting resolving upon the approval of the annual
    accounts of the Company as at December 31, 2014;
2.  Presentation and approval of the conversion project and of the report
    issued by the board of directors of the Company in compliance with
    article 31-3 of the law of 10 August 1915 on commercial companies as
    amended (the "Law") and of article 37 of the EC regulation N degrees
    2157/2001 of 8 October 2001 on the statute for a European company (SE)
    in order to convert a public limited liability company into an European
    company (SE);
3.  Acknowledgment of the auditor's report established pursuant to article
    31-3 (3) of the Law by the Company;
4.  Decision to change the legal form of the Company from its current form
    of a societe anonyme into a European company (SE);
5.  Decision to amend article 1 of the article of association of the Company
    as follows:
    "Art. 1. Name. The name of the company is "Northland Resources SE" (the
    Company). The Company is an European public limited liability company
    (societe europeenne) governed by the laws of the Grand Duchy of
    Luxembourg and, in particular, the law of August 10, 1915, on commercial
    companies, as amended (the Law), the EC regulation N degrees 2157/2001
    of 8 October 2001 on the statute for a European company (SE) and these
    articles of incorporation (the Articles)";
6.  Confirmation of the mandates of the directors and auditor (reviseur
    d'entreprise agree) of the Company;
7.  Conversion with effect as of 1st July 2014 of the share capital of the
    Company from its current currency expressed in Canadian dollars (CAD)
    into Swedish Krona (SEK), on the basis of the exchange rate on 27 June
    2014 according to which one Canadian dollars (CAD 1) is the equivalent
    of six point two eight nine four Swedish Krona (SEK 6.2894). As a result
    of the above, the amount of the share capital of the Company will
    consequently be fixed at four million one hundred and thirty thousand
    four hundred and seventy-two Swedish Krona and thirty-eight ore (SEK
    4,130,472.38) divided into sixty-five million six hundred and seventy-
    three thousand five hundred and fifty-two (65,673,552) shares, without
    nominal value;
8.  Amendment of article 5.1 of the articles of association of the Company
    as follows:
    "5.1. The Company's subscribed share capital is set at four million one
    hundred and thirty thousand four hundred and seventy-two Swedish Krona
    and thirty-eight ore (SEK 4,130,472.38) represented by sixty-five
    million six hundred and seventy-three thousand five hundred and fifty-
    two (65,673,552) shares, without nominal value.
    The authorized share capital (which for the avoidance of doubt does not
    comprise the issued share capital) is set at thirty-seven million three
    hundred and fifty-seven thousand fifty-two Swedish Krona and fifty-seven
    ore (SEK 37,357,052.57)"; and
9.  Amendment of article 5.3 of the articles of association of the Company
    as follows:
    "5.3. The Board is authorized, for a period of five (5) years from 31
    July 2013, to:
    i.  increase the current issued share capital of the Company in one or
        several times up to the amount of the current authorized share
        capital of the Company solely on the terms 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
            Northland Resources AB (publ.)) 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 six million forty-two thousand one hundred
            and forty-eight Swedish Krona and seventy-eight ore (SEK
            6,042,148.78);
        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 four million nine hundred and ninety-four thousand
            sixty-six Swedish Krona and forty-four ore (SEK 4,934,066.44);
        c.  new shares (or warrants giving the right to subscribe new shares
            and new shares arising on exercise of such warrants) (being
            shares and/or warrants to be issued only to (or at the
            discretion of) the holders from time to time of warrants
            referred to under article 5.3(ii)(a) above or to (or at the
            direction of) the holders from time to time of convertible bonds
            referred to under article 5.3(ii)(b) above, upon the occurrence
            of an adjustment event (or analogous matter) applicable to such
            instruments under their terms), such new shares having the same
            rights as the existing shares and representing a maximum
            aggregate accounting par value (pair comptable) of twenty-five
            million one hundred and fifty-seven thousand six hundred Swedish
            Krona (SEK 25,157,600);
        d.  new shares (or warrants or stock options which entitle their
            holder to subscribe for new shares and new shares arising on
            exercise of such subscription rights) having the same rights as
            the existing shares and representing a maximum aggregate
            accounting par value (pair comptable) of five hundred and fifty-
            three thousand four hundred and sixteen Swedish Krona and
            twenty-six ore (SEK 553,416.26); and
        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 six
            hundred and sixty-nine thousand eight hundred and twenty-one
            Swedish Krona and ten ore (SEK 669,821.10), 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.
    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, warrants,
        convertible bonds or stock options subject to the terms of any
        agreement or terms sheet (if any) made between the Company,
        Northland Resources AB (publ.), the holders of first lien bonds
        issued by Northland Resources AB (publ.) and / or the holders of
        second lien bonds issued by Northland Resources AB (publ.) or the
        Company (and for the avoidance of doubt the only persons whom the
        Board may authorise to subscribe new shares arising on exercise of
        conversion or subscription rights arising in respect of warrants,
        convertible bonds or stock options issued pursuant to articles
        5.3(ii)(a), (b), (c) or (d) are the holders at that time (or as
        directed by them) of the relevant warrants, convertible bonds and/or
        stock options); and
        record by way of a notarial deed each share capital increase and
        amend the share register accordingly."

Shareholders are hereby informed that in accordance with Article 67-1 (2) of the Luxembourg law of 10 August 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 shareholders of the Company at the time of the EGM only will be entitled to vote at such EGM.

In order to attend the meeting in person, shareholders must register on the Company's website (www.northland.eu) at least 48 hours prior to the meeting.

More details will be available on the Company's website.

The Notice, the Management Information Circular, the Conversion Project and the Management Report:

http://northland.eu/en-us/about-us/corporate-governance/general-meetings

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 has also finalized a Definitive Feasibility Study ("DFS") for its Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari, northern Finland.

Forward-Looking Information

This announcement may include "forward-looking" information within the meaning of applicable securities laws. This forward-looking information can 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. This forward-looking information includes 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. By their nature, forward-looking information involves risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking information is not a guarantee 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 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 information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Contacts:
Northland Resources S.A.
Johan Dagertun
Vice President Financing and Business Control
+46 920 779 00

Northland Resources S.A.
Frida Johansson
Investor Relations
+46 920 779 00
[email protected]
www.northland.eu

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
DX World EXPO, LLC, a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
"Space Monkey by Vivent Smart Home is a product that is a distributed cloud-based edge storage network. Vivent Smart Home, our parent company, is a smart home provider that places a lot of hard drives across homes in North America," explained JT Olds, Director of Engineering, and Brandon Crowfeather, Product Manager, at Vivint Smart Home, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of the 22nd International Cloud Expo, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organizers to pass great deals to gre...
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develop...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
"Evatronix provides design services to companies that need to integrate the IoT technology in their products but they don't necessarily have the expertise, knowledge and design team to do so," explained Adam Morawiec, VP of Business Development at Evatronix, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
To get the most out of their data, successful companies are not focusing on queries and data lakes, they are actively integrating analytics into their operations with a data-first application development approach. Real-time adjustments to improve revenues, reduce costs, or mitigate risk rely on applications that minimize latency on a variety of data sources. In his session at @BigDataExpo, Jack Norris, Senior Vice President, Data and Applications at MapR Technologies, reviewed best practices to ...
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
"ZeroStack is a startup in Silicon Valley. We're solving a very interesting problem around bringing public cloud convenience with private cloud control for enterprises and mid-size companies," explained Kamesh Pemmaraju, VP of Product Management at ZeroStack, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Large industrial manufacturing organizations are adopting the agile principles of cloud software companies. The industrial manufacturing development process has not scaled over time. Now that design CAD teams are geographically distributed, centralizing their work is key. With large multi-gigabyte projects, outdated tools have stifled industrial team agility, time-to-market milestones, and impacted P&L stakeholders.
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...