|By Marketwired .||
|July 3, 2014 05:18 AM EDT||
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:
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:
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.
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.
Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is designed for their business. In 2015, organizations such as United Airlines, Sony...
Aug. 31, 2015 07:15 PM EDT Reads: 474
The Internet of Things is in the early stages of mainstream deployment but it promises to unlock value and rapidly transform how organizations manage, operationalize, and monetize their assets. IoT is a complex structure of hardware, sensors, applications, analytics and devices that need to be able to communicate geographically and across all functions. Once the data is collected from numerous endpoints, the challenge then becomes converting it into actionable insight.
Aug. 31, 2015 07:00 PM EDT
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Aug. 31, 2015 06:30 PM EDT Reads: 518
Consumer IoT applications provide data about the user that just doesn’t exist in traditional PC or mobile web applications. This rich data, or “context,” enables the highly personalized consumer experiences that characterize many consumer IoT apps. This same data is also providing brands with unprecedented insight into how their connected products are being used, while, at the same time, powering highly targeted engagement and marketing opportunities. In his session at @ThingsExpo, Nathan Trel...
Aug. 31, 2015 06:00 PM EDT Reads: 242
Amazon and Google have built software-defined data centers (SDDCs) that deliver massively scalable services with great efficiency. Yet, building SDDCs has proven to be a near impossibility for ‘normal’ companies without hyper-scale resources. In his session at 17th Cloud Expo, David Cauthron, founder and chief executive officer of Nimboxx, will discuss the evolution of virtualization (hardware, application, memory, storage) and how commodity / open source hyper converged infrastructure (HCI) so...
Aug. 31, 2015 04:45 PM EDT
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
Aug. 31, 2015 04:30 PM EDT Reads: 446
The web app is agile. The REST API is agile. The testing and planning are agile. But alas, data infrastructures certainly are not. Once an application matures, changing the shape or indexing scheme of data often forces at best a top down planning exercise and at worst includes schema changes that force downtime. The time has come for a new approach that fundamentally advances the agility of distributed data infrastructures. Come learn about a new solution to the problems faced by software organ...
Aug. 31, 2015 04:30 PM EDT
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Aug. 31, 2015 03:15 PM EDT
IBM’s Blue Box Cloud, powered by OpenStack, is now available in any of IBM’s globally integrated cloud data centers running SoftLayer infrastructure. Less than 90 days after its acquisition of Blue Box, IBM has integrated its Blue Box Cloud Dedicated private-cloud-as-a-service into its broader portfolio of OpenStack® based solutions. The announcement, made today at the OpenStack Silicon Valley event, further highlights IBM’s continued support to deliver OpenStack solutions across all cloud depl...
Aug. 31, 2015 03:00 PM EDT Reads: 245
Red Hat is investing in Tesora, the number one contributor to OpenStack Trove Database as a Service (DBaaS) also ranked among the top 20 companies contributing to OpenStack overall. Tesora, the company bringing OpenStack Trove Database as a Service (DBaaS) to the enterprise, has announced that Red Hat and others have invested in the company as a part of Tesora's latest funding round. The funding agreement expands on the ongoing collaboration between Tesora and Red Hat, which dates back to Febr...
Aug. 31, 2015 02:45 PM EDT Reads: 369
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and a...
Aug. 31, 2015 02:30 PM EDT Reads: 454
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of I...
Aug. 31, 2015 02:30 PM EDT Reads: 413
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
Aug. 31, 2015 02:30 PM EDT Reads: 141
WSM International, the pioneer and leader in server migration services, has announced an agreement with WHOA.com, a leader in providing secure public, private and hybrid cloud computing services. Under terms of the agreement, WSM will provide migration services to WHOA.com customers to relocate some or all of their applications, digital assets, and other computing workloads to WHOA.com enterprise-class, secure cloud infrastructure. The migration services include detailed evaluation and planning...
Aug. 31, 2015 02:00 PM EDT Reads: 181
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
Aug. 31, 2015 01:45 PM EDT Reads: 418