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Northland: Notice of Extraordinary General Meeting

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6. Subject to resolutions 1) to 5) and resolutions 7) to 12) being duly adopted, decision to authorize the board of directors to: (i) issue up to 15,811,730 warrants to subscribe for shares of the Company to the holders of any first lien bonds and first lien tap bonds issued by Northland Resources AB (publ.); (ii) assume the obligations from Northland Resources AB (publ) resulting from certain senior bonds issued by it and listed with the Oslo Bors; and (iii) amend the terms and conditions of such bonds so that they become convertible bonds;

7. Subject to resolutions 1) to 6) and resolutions 8) to 12) being duly adopted, decision to renew the Company's authorized share capital for a further period of five (5) years and to set the amount of such authorized share capital to the amount of CAD 1,102,657.29;

8. Subject to resolutions 1) to 7) and resolutions 9) to 12) being duly adopted, subsequent amendment to the second paragraph of article 5.1 and article 5.3 of the articles of association of the Company so as to be worded as follows:

"5.1 The authorized share capital (which for the avoidance of doubt does not comprise the issued share capital) is set at one million one hundred and two thousand six hundred and fifty-seven Canadian Dollars and twenty-nine cents (CAD 1,102,657.29)."

"5.3. the Board is authorized, for a period of five (5) years from 8 July, 2013, to:

(i) increase the current share capital of the Company in one or several times up to the amount of the current authorized share capital of the Company as set forth in article 5.1 hereof, through the issuance of new shares having the same rights as the existing shares;

(ii) to issue in one or more issuances within the authorized share capital:

(a) warrants (being warrants issued to the original holders thereof in their capacity as holders of first lien bonds issued by the Company) 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 one hundred and fifty-eight thousand one hundred and seventeen Canadian Dollars thirty cents (CAD 158,117.30);

(b) 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 seven hundred and eighty-six thousand seven hundred and ninety-three Canadian Dollars seventy-two cents (CAD 786,793.72); and

(c) new shares, warrants or stock options 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 fifty-one thousand four hundred and thirty-six Canadian Dollars thirty-one cents (CAD 51,436.31).

(d) 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 fifty-three thousand one hundred and fifty-four Canadian Dollars ninety-eight cents (CAD 53,154.98), provided however that the subscription price per share of such new shares may not be lesser than the conversion price per share to be paid by the holders of all second lien bonds issued by the Company (if any) at the relevant time in accordance with the terms of such bonds.

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