Frequently Asked Questions (FAQs)

  1. What is a class action?
  2. What is this class action about?
  3. How do I know if I am a Class Member?
  4. What is Certification?
  5. What is a Settlement?
  6. What Settlement has been reached in this Class Action?
  7. Why has a Settlement been reached?
  8. What happens next?
  9. What is a Claim Form?
  10. Why do I need to file a Claim Form?
  11. How Long do I have to submit a Claim Form?
  12. How do I Submit a Claim Form?
  13. How will the Settlement Fund be distributed?
  14. When will the Settlement fund be distributed?
  15. How are the lawyers (Class Counsel) paid?
  16. What do I need to do at this time?
  17. Who are the lawyers (Class Counsel) working on the Class Action?
  1. What is a class action?

    A class action is a lawsuit filed by one or more persons on behalf of a larger group of people, companies or entities (known as the “class” or “class members”) whose claims share common legal issues.

    Class actions provide a cost-effective way for groups of people with common legal interests to pursue a lawsuit. It allows the class to benefit from a legal case without having to spend their own money on legal and other expenses and without having to manage all of the steps and obligations related to their own legal case. Class actions require “certification” from a Canadian Court in order to determine the common legal issues on behalf of the class.

    Top

  2. What is this class action about?

    In 2013, a Class Action lawsuit was commenced in Ontario by Class Counsel (the “Action”) on behalf of all persons and entities, wherever they may reside or be domiciled, who acquired Securities in Northland Resources S.A. between April 1, 2012 and January 23, 2013 (the “Class Period”) and who held some or all of those Securities as of January 23, 2013 (“Class Members”).

    The Action alleges that the Defendants breached the Ontario Securities Act, Ontario common law and/or applicable Norwegian law by making material misrepresentations and omissions to public investors and/or failing to make timely disclosure of significant cost escalations and overruns related to the Kaunisvaara Project. Damages were claimed on behalf of holders of Northland’s publicly traded Securities.

    Top

  3. How do I know if I am a Class Member?

    Unless you choose to exclude yourself by “Opting-Out” of the Action, you are automatically a Class Member if you acquired Securities in Northland Resources S.A. between April 1, 2012 and January 23, 2013 and held some or all of those Securities as of January 23, 2013.

    The deadline to Opt-Out was December 30, 2022.

    Top

  4. What is Certification?

    The Court has “certified” the Action for settlement purposes meaning the Court has agreed that the lawsuit is suitable to proceed as a class action for settlement purposes.

    Certification is not a ruling on the merits of the case.

    Top

  5. What is a Settlement?

    A Settlement occurs when the parties in the litigation agree to resolve the dispute between them on terms that are established through negotiations.

    Top

  6. What Settlement has been reached in this Class Action?

    In this case, a Settlement has been reached with the Defendants in which EUROS 7,550,000.00 will be paid for the benefit of Class Members (the “Settlement”). Pursuant to the terms of the Defendants’ insurance policies, the Settlement funds will be paid in EUROS.

    In exchange for the Settlement payment, the Defendants will be provided with a full and final release of claims made against them in relation to the facts and issues alleged or which could have been alleged in the Action. The Settlement is not an admission by the Defendants of liability, fault, or wrongdoing but is a compromise of the disputed claims. The Settlement represents a final resolution of all issues contained in the Action.

    A copy of the Settlement Agreement can be found here.

    Top

  7. Why has a Settlement been reached?

    Northland declared bankruptcy in 2014. The Company no longer operates and it has no assets following a bankruptcy liquidation. The Settlement recoveries are payable from certain limited securities-related insurance coverages that were in place prior to the bankruptcy. The Settlement recoveries include the full limit of Northland’s securities-related insurance coverage (EUROS 5 million) plus the full amount of the Defendant directors’ and officers’ calculated exposure under liability limits contained in Ontario Securities law and amounts for legal costs and costs of notice and administration.

    The alternative to Settlement is to contest the Class Action litigation through procedural steps and a trial. Litigation involves uncertainly, delay and risk. In this litigation, there are risks that the case could fail, including factual complexity, legal and jurisdictional uncertainty and procedural considerations that could impact the scope and size of the case.

    Most importantly, even if the Action were completely successful, there is the likelihood that the Defendants do not have assets or responsive insurance coverages that could pay any more than the Settlement provides. In fact, there are potential outcomes where the case could be successful on its merits and the Defendants’ insurance resources are waived, do not respond at all or they are eroded to a level of value that is lower than the Settlement recoveries.

    Top

  8. What happens next?

    Now that the Court has approved the Settlement and the Claim Form, Eligible Class Members must submit a completed claim form in order to receive compensation from the Settlement.

    To submit a claim form online, please click here. To obtain a paper copy of the claim form, please contact the Court-appointed Claims Administrator.

    Top

  9. What is a Claim Form?

    A Claim Form is a document on which eligible Class Members are asked to provide information regarding the purchase and sale of their Northland shares during the Class Period.

    Only eligible Class Members who submit a claim form will be considered to receive compensation from the Settlement.

    For instructions on how to submit a claim form, please click here.

    To submit a claim form online, please click here. To obtain a paper copy of the claim form, please contact the Court-appointed Claims Administrator.

    Top

  10. Why do I need to file a Claim Form?

    Eligible Class Members must file a claim form in order to provide information on how many eligible shares they purchased and/or sold during the Class Period. The number of eligible shares allows the Court-Appointed Claims Administrator to calculate what portion of the Settlement Fund each Class Member is entitled to.

    If a Class Member does not file a claim form, they will not receive any Settlement Funds.

    Top

  11. How Long do I have to submit a Claim Form?

    The claims period will run for a period of four (4) months between August 15, 2023 to December 15, 2023.

    Late claims received after the claims deadline December 15, 2023 may not be approved and will be subject to the discretion of the Court-appointed Claims Administator and/or subject to Court approval.

    Top

  12. How do I Submit a Claim Form?

    A claim form can be submitted online using the claims portal.

    Alternatively, a completed and signed claim form can be submitted by mail, postmarked on or before December 15, 2023, addressed to the Claims Administrator:

    Northland Resources S.A. Class Action
    c/o RicePoint Administration Inc.
    P.O. Box 3355, London, ON N6A 4K3

    Instructions on how to submit a claim form can be found here.

    To obtain a paper copy of the claim form, please contact the Court-appointed Claims Administrator.

    The deadline to submit a claim is December 15, 2023.

    Top

  13. How will the Settlement Fund be distributed?

    The Settlement Fund will be distributed in accordance with the Court-approved Plan of Distribution.

    The Plan of Distribution was designed to apply a formula which will pay a pro-rata share of the net Settlement Fund to each Class Member with a successful claim, based on their common inputs. Settlement input values include items such as the number of shares purchased during the Class Period, the price paid for those shares, and the disposition price recovered after the class period, if any.

    A copy of the Plan of Distribution can be found in the Documents tab.

    Class Members who submitted a claim form will be advised by the Court-appointed Claims Administrator of the results of their claim submission, including their Settlement amount, if any.

    Eligible Class Members are encouraged to check their e-mail inbox, including their junk/spam folder, regularly for any communication from the Claims Administrator. Claims submitted by mail and without an e-mail address should keep a regular lookout in their post for communications from the Claims Administrator.

    Top

  14. When will the Settlement fund be distributed?

    Settlement funds will be distributed to eligible Class Members with a successful claim once the claims period has closed and all claims have been reviewed by the Court-appointed Claims Administrator.

    The process of reviewing claims is anticipated to take several months but will ultimately depend on the volume and nature of claims received.

    Top

  15. How are the lawyers (Class Counsel) paid?

    You do not have to pay the lawyers working on the Action any money out of pocket.

    Class Counsel were not paid for any of their work since 2013 when the Action was commenced. They agreed to a retainer agreement with the representative Plaintiff whereby they would provide the legal services in support of the Action on a contingent fee basis. That means that they agreed to provide all necessary legal services in this complicated and long-running litigation without any guarantee that they would be paid for their work. They also agreed to pay and to carry substantial out of pocket expenses for the case (these are called “disbursements” and they include the cost of specialized expert witnesses, travel and investigative expenses, among other costs). By carrying those costs, Class Counsel avoided the need for the involvement and expense of a third-party litigation funding firm that would otherwise be needed to provide economic support to the case.

    Class Counsel agreed that they would be paid for their services and for the expenses they incurred and carried only if this Action was successful. They also agreed that their fees and expenses would be paid from any money recovered in the litigation.

    The Court has approved Class Counsel’s request to be paid for their legal fees, which are 30% of the Settlement funds, plus reimbursement of disbursements incurred and applicable taxes. The approved Class Counsel fees, disbursements and applicable taxes will be paid out of the Settlement funds.

    A copy of the Court’s Order approving Class Counsel legal fees and disbursements can be found on the
    Documents tab.

    Top

  16. What do I need to do at this time?

    Eligible Class Members must file a claim form by December 15, 2023.

    For more information on how to submit a claim form, see FAQ 12.

    If you have already submitted a claim form and supporting documents there is nothing further you need to do at this time.

    Please notify the Claims Administrator if your mailing or e-mail address changes.

    If further information or documents are required of you, the Claims Administrator will contact you.

    Please check your e-mail inbox, including your junk/spam folder, and/or mail regularly for communication from the Claims Administrator regarding your claim.

    Top

  17. Who are the lawyers (Class Counsel) working on the Class Action?

    Foreman & Company
    Attention: Northland Resources S.A. Class Action
    4 Covent Market Place
    London, ON N6A 1E2
    Email: [email protected]
    Toll Free: 1-855-814- 4575 ext. 107
    Fax: 1-226-884-5340

    Top