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Press release from Marketwire

Northland Cancels Previously Announced Contemplated Equity Issue and Bond Tap Issue, Continues to Explore Sources of Alternative Financing

Tuesday, February 05, 2013

Northland Cancels Previously Announced Contemplated Equity Issue and Bond Tap Issue, Continues to Explore Sources of Alternative Financing02:00 EST Tuesday, February 05, 2013LUXEMBOURG, LUXEMBOURG--(Marketwire - Feb. 5, 2013) -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. (TSX:NAU)(OSLO:NAUR)(FRANKFURT:NPK)(OMX:NAURo) ("Northland" or the "Company") announces (with reference made to the Company's press releases dated January 25 and 29, 2013) that the previously announced contemplated USD 250 million equity issue and USD 125 million tap issue have been cancelled. The Company continues to engage in constructive discussions with a number of investors, including bondholders, creditors and other stakeholders in order to present a sustainable long-term financial solution.As disclosed in the press release dated January 25, 2013, Northland intended to raise USD 250 million in an equity issue (the "Equity Issue") and USD 125 million in a tap issue on the existing USD 350 million bond (the "Tap Issue", and together with the Equity Issue, the "Offerings") to fund capital and operating expenditure related to its Kaunisvaara project and the associated logistic chain, as well as for general corporate purposes (including the Hannukainen project and transaction costs). As announced on Tuesday January 29, 2013 the subscription period for the Equity Issue was extended to Monday February 4, 2013 at 4:30 pm CET.It became apparent to the Company and its advisors Arctic Securities ASA and Pareto Securities AS (the "Advisers") that the Company is not in a position to conclude the Offerings at the end of the subscription period. The Company and its Advisers are engaged in discussions with a number of potential investors regarding the Company's capital needs and a long-term financial solution. On this basis, the Company has concluded that it is in the best interest of the Company, its shareholders, bondholders, creditors and other stakeholders, to cancel the Offerings. The Company will update the market on developments in due course.For further information on the Company, the Kaunisvaara Project, and the background for the additional funding need, please refer to the press releases dated January 24, 25, and 29 2013, which have been posted on the Company's website:[ON BEHALF OF THE BOARD]Karl-Axel Waplan, President & CEO, Northland Resources S.A.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 within the meaning of applicable securities laws. These forward-looking statements 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. These forward-looking statements 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 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 23, 2012, and the management's discussion and analysis of results of operations and financial condition ("MD&A") for the year ended December 31, 2011, and the MD&As for subsequent interim periods. Readers are cautioned that forward-looking statements 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 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 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. This press release 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 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 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 section § 5-12 of the Norwegian Securities Trading Act (Norwegian: verdipapirhandelloven).FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: Northland Resources S.A.Karl-Axel WaplanPresident and CEO+46 705 104 239Northland Resources S.A.Peder ZetterbergActing CFO+46 708 652 120Northland Resources S.A.Anders AntonssonVice President - Investor Relations+46 709 994