NORTHLAND RESOURCES: NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

NORTHLAND RESOURCES S.A.
Société anonyme
Registered office: 7A, rue Stümper, L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 151.150
(the Company)

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of
the Company will be held at 7A, rue Stümper, L-2557 Luxembourg, Grand-Duchy of
Luxembourg on May 19, 2010 at 12 a.m. (CET), for the following purposes:
(a) Acknowledgment of the convening of the meeting at 12.00 AM instead of 10.00
AM as indicated in the articles of association of the Company;

(b) Presentation of the reports of (i) the board of directors and (ii) the
statutory auditor of the Company on the Annual Accounts (as defined herein
after) in respect of the financial year ended as of January 31, 2010 (the
Financial Year);

(c) Approval of the annual accounts for the Financial Year (the Annual Accounts)
and allocation of the results as per January 31, 2010;

(d) Discharge (quitus) to the members of the board of directors and to the
statutory auditor of the Company for, and in connection with, the Financial
Year;

(e) Renewal of the mandate of the statutory auditor for a period of one (1) year
and determination of its remuneration;

(f) Renewal of the mandate of the members of the board of directors except for
Mr. Frode Teigen for a period of one (1) year;

(g) Approval of fees to non-executive members of the board of directors of CDN
$25,000 per annum, with an additional CDN $5,000 per annum to those directors
serving as Committee Chairs;

(h) Authorization and empowerment of any director of the Company, or the Chief
Executive Officer, acting on behalf of the board of directors, to do all other
acts and things as they shall at their discretion deem necessary or desirable
for the purpose of giving effect to any of the above items of the agenda and to
see to and to accomplish any necessary formalities with the relevant Luxembourg
authorities in relation to the items of this agenda, including, but not limited,
to the filing of documents with the Luxembourg Register of Commerce and
Companies and the publication of excerpts in the Mémorial, Recueil des Sociétés
et Associations, and generally to perform any other action that may be necessary
or useful in relation thereto; and

(i) To transact such further or other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Shareholders are hereby informed that the resolutions shall be passed by a
majority of the votes cast irrespective of the number of shares present or
represented.
Shareholders who are unable to attend the meeting are requested to complete,
date, sign and return the enclosed form of proxy in accordance with the
instructions set out in the proxy and in the information circular accompanying
this notice. A Shareholder who wishes to attend the meeting may register with
the Scrutineer before the meeting begins.
DATED April 27, 2010.

BY ORDER OF THE BOARD


Karl-Axel Waplan, President and CEO
If you are a non-registered shareholder of the Company and receive these
materials through your broker or through another intermediary, please complete
and return the materials in accordance with the instructions provided to you by
your broker or by the other intermediary.  Failure to do so may result in your
shares not being eligible to be voted by proxy at the meeting.  See
"Non-Registered Holders" in the accompanying Information Circular.

This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)


[HUG#1408667]





Information Circular: http://hugin.info/137015/R/1408667/361354.pdf
Notice AGM: http://hugin.info/137015/R/1408667/361353.pdf




Unternehmen: Northland Resources Inc. - ISIN: CA6665271061