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Northland Resources S.A.: Press Release of Unaudited Annual Report 2012

Page 7 of 9

The Group incurred charges with entities having a common key management and directors in the normal course of operations as detailed in the table below:

                                          Year ended December 31                                                2012        2011                                        ------------------------                                             USD'000     USD'000Consultancy fees                               1,398         637Management fees                                    -         288Share-based payments                              61         411Termination benefits                               -         165                                        ------------------------Total                                          1,459       1,501                                        ------------------------                                        ------------------------


These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

The Company paid fees to a private company controlled by a director of the Company for consulting services performed outside of his capacity as a director.

Compensation to key management personnel and directors of the Group

                                          Year ended December 31                                        ------------------------                                                2012        2011                                        ------------------------                                             USD'000     USD'000Salaries and directors fees                    3,594       2,873Share-based payments                             596       2,086                                        ------------------------Total                                          4,190       4,959                                        ------------------------                                        ------------------------


Share-based payments are the fair value of options granted to key management personnel and directors.

Accounts receivable and payable

Accounts receivable included amounts due from an officer of the Group.

Accounts payable included amounts due to key management and director of the Group and to an entity with a common director.

                                               As at December 31                                        ------------------------                                                2012        2011                                        ------------------------                                             USD'000     USD'000Accounts receivable                                -          71                                        ------------------------Accounts payable                                (166)         (2)                                        ------------------------


Commitments under purchase agreements

The Group has entered into purchase agreements for the pre-development of the mine construction, long-term operational services and the completion of power station procurement facilities at the Kaunisvaara site. The total estimates for the related purchase commitments arising under these agreements as at December 31, 2012 amount to USD 1,386.8 million (December 31, 2011: USD 522.3 million).

Commitments under off-take agreements

The entire planned production of 4.4 million dry metric tonnes per year has now been fully committed in firm off-take agreements with three global, well-established and solid partners, for terms of up to 10 years. 20% of production has been committed to Stemcor UK Ltd and to Tata Steel UK each and the remaining 60% to Standard Bank Plc.

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