NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Northland Resources S.A.
Société Anonyme
Registered office: 7A, rue Robert Stümper
L-2557 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 Robert Stümper, L-2557 Luxembourg, Grand
Duchy of Luxembourg on June 3(rd), 2011 at 10:00 a.m. (CET), in order to
deliberate upon the following agenda:

Agenda:

1. Amendment of article 6.2 of the Articles as follows: "No share may be issued
until the consideration for the share is fully paid in accordance with the rules
of requisite regulatory authorities (including without limitation, any
applicable stock exchange on which the Company's shares may trade). A share is
fully paid when consideration is provided to the Company for the issue of the
share by one or more of the following: (i) property; or (ii) money (which, for
greater certainty, does not include promissory notes).";
2. Amendment of article 7.1 (ii) of the Articles as follows: "The General
Meeting appoints the Director(s) and determines their number and the term of
their office. The General Meeting of shareholders, upon proposal of the Board,
shall determine the remuneration of the Directors. Directors cannot be appointed
for more than six (6) years and are re-eligible.";
3. Deletion of article 9.2 (ii) of the Articles which read as follows: "If all
the shareholders are present or represented and consider themselves as duly
convened and informed of the agenda of the meeting, the General Meeting may be
held without prior notice.";
4. Deletion of article 9.2 (viii) of the Articles which read as follows: "Any
change in the nationality of the Company and any increase of a shareholder's
commitment in the Company require the unanimous consent of the shareholders and
bondholders (if any)." and subsequent renumbering of article 9;
5. Amendment of article 11.2 of the Articles as follows: "The operations of the
Company are supervised by one or several independent auditor(s) (réviseur(s)
d'entreprises agréé(s)), when so required by law.";
6. Amendment of article 11.3 of the Articles as follows: "The General Meeting
appoints the statutory auditors (commissaires aux comptes) / independent
auditors (réviseurs d'entreprises agréés) and determines their number,
remuneration and the term of their office, which may not exceed six (6) years.
Statutory auditors (commissaires aux comptes) / independent auditors (réviseurs
d'entreprises agréés) may be re-appointed.";
7. Amendment of the article 14.2 (d) of the Articles as follows: "in respect of
a resolution to authorize or ratify the sale, lease or exchange of all or
substantially all of the Company's property other than in the ordinary course of
business. However, the Company may mortgage, hypothecate, pledge or otherwise
create a security interest in all or any of its property owned or subsequently
acquired to secure any obligations of the Company and/or the Company's direct or
indirect subsidiaries and this shall not give rise to the dissent provisions";
8. Amendment of article 14.2 to add as 14.2(e) (with subsequent renumbering of
the following subsections contained in section 14.2): "in respect of a
resolution to carry out a going private transaction or squeeze out transaction";
and
9. 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 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.

Shareholders are further informed that they are entitled to dissent in
accordance with the terms of article 14 of the Company's articles of
association.

Dated  May 10, 2011.

BY ORDER OF THE BOARD

"Karl-Axel Waplan"

Karl-Axel Waplan, President & 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 "Advice to
Beneficial Shareholders" in the accompanying Information Circular.




EGM Agenda Information Circular:
http://hugin.info/137015/R/1514240/450217.pdf




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Source: Northland Resources S.A. via Thomson Reuters ONE

[HUG#1514240]


Unternehmen: Northland Resources S.A. - ISIN: LU0488722801