NORTHLAND RESOURCES: NOTICE OF EXTRAORDINARY 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 EXTRAORDINARY GENERAL MEETING
 OF THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders
of the Company will be held at 7A, rue Stümper, L-2557 Luxembourg, Grand-Duchy
of Luxembourg on July 2, 2010 at 11:00 a.m. (CET), in order to deliberate upon
the following agenda:

Agenda
a. Reduction of the Company's share capital by an amount of one hundred
seventy-two million one hundred and seventeen thousand four hundred
eighty-seven Canadian Dollars and eight cents (CAD 172,117,487.08) down to a
total amount of eleven million one hundred and four thousand eight hundred
eighty-nine Canadian Dollars and ninety cents (CAD 11,104,889.90), through a
reduction of the accounting par value (pair comptable) of the Company's
shares from their current accounting par value (pair comptable) of one
Canadian Dollar and sixty-five cents (CAD 1.65) each down to an accounting
par value (pair comptable) of ten Canadian cents (CAD 0.10) each; allocation
of the proceeds of such share capital reduction to the Company's share
premium account, and subsequent amendment of article 5.1 of the Company's
articles of association.
b. Change of the financial year of the Company which currently begins on the
1st February and ends on the 31st January of each year, so as to begin on
the 1st January and to end on the 31st December of each year and subsequent
amendment of article 10.1 of the Company's articles of association.
c. Miscellaneous.

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 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 Friday, June 11, 2010.

BY ORDER OF THE BOARD

"Karl-Axel Waplan"

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#1423273]





Notice Signed: http://hugin.info/137015/R/1423273/372184.pdf
Information Circular Signed: http://hugin.info/137015/R/1423273/372183.pdf




Unternehmen: Northland Resources S.A. - ISIN: CA6665271061