Northland Announces Nominees to the Board
LUXEMBOURG, LUXEMBOURG -- (Marketwired) -- 05/31/13 -- Northland Resources S.A. (OSLO: NAUR)(FRANKFURT: NPK)(OMX: NAURo) (together with its subsidiaries "Northland", "NRSA" or the "Company") announces the nominated Directors to the Board of Northland Resources S.A. The prosed Directors have been nominated by the consortium, consisting of Folksam, Metso Corporation, Norrskenet AB and Peab AB ("The Consortium"), and other investors investing in the new first lien bond and by the holders of the existing USD 370 million Bond in accordance with the new Bond Offering terms announced in a press release dated May 29, 2013.
All members to be nominated will be invited and accepted as observer members at each Northland Board meeting from the Settlement Date of the Bond Offer until these nominated members are appointed by Ordinary Board Members.
The Northland Board has agreed to make its best effort, within all relevant legal framework, to vote in favour of and act in accordance with the advice put forward by the board members nominated.
The Consortium Tranche A and Peab/Metso proposes:
- Mr. Olav Fjell: Mr. Fjell has a strong background from various relevant positions such as CEO of Statoil ASA, Chairman of the Board of the Norwegian State Railways (NSB) and most recently as CEO of Hurtigruten ASA. Mr. Fjell is also a board member of Swedbank AB and COB of Statkraft. He has previously been a Senior Partner at First Securities. Mr. Fjell is Sivilokonom from the Norwegian School of Economics in Bergen.
- Ms. Elisabeth Nilsson: Ms. Nilsson is Governor in Ostergotland County, appointed by the Government of Sweden. She was previously President of Jernkontoret (Swedish Steel Producers' Association). Ms. Nilsson has served for many years as an executive in the steel industry, most notably for SSAB, including being General Manager of the Metallurgy Division. Ms. Nilsson is a Board member of Outokumpu. Ms. Nilsson holds a M.Sc. in Minerals and Mining Engineering from Lulea University of Technology.
- Mr. Olli Vaartimo: Mr. Vaartimo is on the Board of Directors of Outokumpu, where he is also Chairman of the Audit Committee, and he has previous experience as CFO of Metso Corporation in the period 2003 to 2011. Mr. Vaartimo has held various other executive positions within the Metso Corporation, including the position as acting President and CEO, as well as President and CEO of Metso Minerals. In addition, he also has 10 years of operational experience from the mining and construction business. Mr. Vaartimo holds a M.Sc. in Economics and Business Administration from Helsinki School of Economics.
- Mr. Lars Stefan Mansson: Mr. Mansson has extensive experience from mining and processing and he has held a range of executive and operational positions with companies such as Lundin Mining, Zinkgruvan Mining and Statsgruvor AB. Mr. Mansson holds a M.Sc. in Mining and Metallurgy from the Royal Institute of Technology.
The new bondholders of Tranche A proposes:
- Ms. Sissel Danielsen: Ms. Danielsen is currently the CFO of Store Norske Spitsbergen Grubekompani, the Norwegian State's coal mining company based on Svalbard, where she has held a range of executive positions. Ms. Danielsen holds a MBA from the Norwegian School of Management in Bergen.
The holders of the USD 370 million bond proposes:
- Mr. Leif Chr. Salomonsen: Mr. Salomonsen is a founding partner of Recore, a firm specializing in turnarounds and restructurings. Mr. Salomonsen has extensive experience as a business executive and a long track record of completing turnarounds for industrial companies. He has also held positions with Norsk Hydro and British Petroleum. Mr. Salomonsen holds a B.Sc. in Offshore Engineering from the Heriot-Watt University and has completed various programs at the Norwegian School of Management and IMD.
- Mr. Runar Nilsen: Mr. Nilsen is founding partner of Recore, a firm specializing in turnarounds and restructurings, and he has extensive experience from turnaround situations of large and medium sized public and private companies. He has also held Executive positions in the Moller Group. Mr. Nilsen holds a B.Sc. in Business Management from the Norwegian School of Management in Oslo and has completed an Executive Program at Columbia Business School, New York.
For these Directors to be appointed, Northland will hold an Extraordinary General Meeting ("EGM") on June 28, 2013, in Luxembourg. The previously announced EGM to be held on June 4, 2013, has been cancelled.
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 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