LUXEMBOURG, LUXEMBOURG -- (Marketwired) -- 05/07/13 -- Northland Resources S.A. (OSLO: NAUR)(FRANKFURT: NPK)(OMX: NAURo) (together with its subsidiaries "Northland", "NRSA" or the "Company") will hold an extraordinary general meeting of the shareholders of the Company. The meeting will held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on June 4th, 2013 at 11:00 a.m. (CET).
Notice is hereby given that an extraordinary general meeting of the shareholders of the Company will be held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on June 4, 2013 at 11:00 a.m. (CET), in order to deliberate upon the following agenda:
1. Subject to resolutions 2) to 12) being duly adopted, decision to amend article 6.5 of the articles of association of the Company so as to provide for the possibility to divide the shares of the Company in fractions (coupures) to read as follows:
"6.5. The shares are indivisible and the Company recognises only one (1) owner per share. Each share can also be divided in fractions (coupures) of an equal denomination. The division can only be made within the framework of the restructuring of the share capital resolved by the General Meeting."
2. Subject to resolution 1) and resolutions 3) to 12) being duly adopted and in order to restructure the Company's equity, decision to reduce the share capital of the Company from its current amount of CAD 51,417,889.90 down to CAD 51,417.89 without the cancellation of existing shares in the Company. The proceeds of the foregoing capital reduction shall be allocated to a special distributable reserve of the Company;
3. Subject to resolutions 1) to 2) and resolutions 4) to 12) being duly adopted and in order to restructure the Company's equity, decision to approve a reverse stock split of the issued shares of the Company by exchanging 100 existing shares against 1 new share and consequently to exchange all of the 514,178,899 shares in the Company against 5,141,789 new shares;
4. Subject to resolutions 1) to 3) and resolutions 5 to 12) being duly adopted and in order to restructure the Company's equity, subsequent amendment to the first paragraph of article 5.1 of the articles of association of the Company as follows:
"5.1 The share capital is set at fifty-one thousand four hundred and seventeen Canadian Dollars and eighty-nine cents (CAD 51,417.89) represented by five million one hundred and forty-one thousand seven hundred and eighty-nine (5,141,789) shares in registered form, without nominal value, all subscribed and fully paid-up."
5. Subject to resolutions 1) to 4) and resolutions 6) to 12) being duly adopted and in order to restructure the Company's equity, decision to (i) reduce the share capital of the Company by an amount corresponding to the aggregate accounting par value of all the fractional interests issued by the Company as a result of the above reverse stock split and by way of cancellation of such fractional interests, such an amount not to exceed CAD 2,000 to be calculated by the board of directors of the Company and subsequent delegation of power and instruction to the board of directors of the Company to record by way of a notarial deed the final amount of the foregoing capital reduction within one (1) month of the date of this meeting and (ii) to pay to the holders of the cancelled fractional interests the market value of such fractional interests as at the date of their cancellation (rounded up to the nearest CAD cent);
Most Popular Stories
- American Airlines, US Airways Complete Merger
- ACA Delay Stresses Small Businesses
- Questions Remain in Jenni Rivera's Death
- Unemployed Wait as Lawmakers Debate
- General Dynamics Plans 200 New Jobs in N.M.
- Harley Issues Motorcycle Recall
- Auto Dealer Builds Big Solar Project
- Dell Offers Undisclosed Number of Employee Buyouts
- Saab Gets Back into the Game; U.S. Auto Sales Soar
- Entrepreneurs' Next Creation May Be New Laws