ENP Newswire -
Release date- 04072014 - Luxembourg -
The meeting will be held at 7A, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg on
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
Final appointment of Peter Pernlof as a member of the board of directors of the Company with an effective date as of
Presentation and approval of the conversion project and of the report issued by the board of directors of the Company in compliance with article 31-3 of the law of
Acknowledgment of the auditor's report established pursuant to article 31-3 (3) of the Law by the Company;
Decision to change the legal form of the Company from its current form of a societe anonyme into a European company (SE);
Decision to amend article 1 of the article of association of the Company as follows:
'Art. 1. Name. The name of the company is 'Northland Resources SE' (the Company). The Company is an European public limited liability company (societe europeenne) governed by the laws of the Grand Duchy of Luxembourg and, in particular, the law of
Confirmation of the mandates of the directors and auditor (reviseur d'entreprise agree) of the Company;
Conversion with effect as of
As a result of the above, the amount of the share capital of the Company will consequently be fixed at four million one hundred and thirty thousand four hundred and
Amendment of article 5.1 of the articles of association of the Company as follows:
The Company's subscribed share capital is set at four million one hundred and thirty thousand four hundred and
The authorized share capital (which for the avoidance of doubt does not comprise the issued share capital) is set at thirty-seven million three hundred and fifty-seven thousand
Amendment of article 5.3 of the articles of association of the Company as follows:
The Board is authorized, for a period of five (5) years from
increase the current issued share capital of the Company in one or several times up to the amount of the current authorized share capital of the Company solely on the terms as set forth in article 5.1 hereof, through the issuance of new shares having the same rights as the existing shares;
to issue in one or more issuances within the authorized share capital:
warrants (being warrants issued to the original holders thereof in their capacity as holders of first lien bonds issued by
convertible bonds which entitle their holder to subscribe for new shares having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of four million nine hundred and ninety-four thousand
new shares (or warrants giving the right to subscribe new shares and new shares arising on exercise of such warrants) (being shares and/or warrants to be issued only to (or at the discretion of) the holders from time to time of warrants referred to under article 5.3(ii)(a) above or to (or at the direction of) the holders from time to time of convertible bonds referred to under article 5.3(ii)(b) above, upon the occurrence of an adjustment event (or analogous matter) applicable to such instruments under their terms), such new shares having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of twenty-five million one hundred and fifty-seven thousand
new shares (or warrants or stock options which entitle their holder to subscribe for new shares and new shares arising on exercise of such subscription rights) having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of five hundred and fifty-three thousand four hundred and
new shares to be offered to the shareholders (and their transferees and successors in title) who were shareholders at the extraordinary general meeting of the Company which resolved upon the adoption of this article 5.3 in its current form, having the same rights as the existing shares and representing a maximum aggregate accounting par value (pair comptable) of six hundred and sixty-nine thousand eight hundred and
limit or withdraw the shareholders' preferential subscription rights in respect of any new shares, warrants, convertible bonds or stock options issued pursuant to this article 5.3 and determine the persons authorized to subscribe to the new shares, warrants, convertible bonds or stock options subject to the terms of any agreement or terms sheet (if any) made between the Company,
record by way of a notarial deed each share capital increase and amend the share register accordingly'.
Shareholders are hereby informed that in accordance with Article 67-1 (2) of the Luxembourg law of
Shareholders who are shareholders of the Company at the time of the EGM only will be entitled to vote at such EGM.
In order to attend the meeting in person, shareholders must register on the Company's website (www.northland.eu) at least 48 hours prior to the meeting.
Tel: +46 920 779 00
Tel: +46 920 779 00
Northland is a producer of iron ore concentrate, with a portfolio of production, development and exploration mines and projects in northern
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 has also finalized a Definitive Feasibility Study ('DFS') for its Hannukainen Iron Oxide Copper Gold ('IOCG') project in Kolari, northern
This announcement may include 'forward-looking' information within the meaning of applicable securities laws. This forward-looking information can 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.
This forward-looking information includes 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.
By their nature, forward-looking information involves risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking information is not a guarantee 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 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 information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
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