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Press release from Marketwire

Northland Resources Announces Filing of Final Short Form Prospectus

Monday, December 06, 2010

Northland Resources Announces Filing of Final Short Form Prospectus12:59 EST Monday, December 06, 2010LUXEMBOURG, LUXEMBOURG--(Marketwire - Dec. 6, 2010) - Northland Resources S.A. (TSX:NAU)(OSLO:NAUR) –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.Northland Resources S.A. ("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 BOARDKarl-Axel Waplan, President & CEONorthland Resources S.A.Important NoticeThe 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 InformationThis 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.FOR FURTHER INFORMATION PLEASE CONTACT: Karl-Axel WaplanNorthland Resources S.A.President and CEO+46 705 104 239ORAnders HvideNorthland Resources S.A.Executive Chairman+47 92 88 98 58www.northland.eu