VANCOUVER, Dec. 29, 2014 /PRNewswire/ - Northern
Dynasty Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty"
or the "Company") reports that it expects to privately place with
certain accredited investors and management of the Company,
approximately 36 million Special Warrants priced at C$0.431 per Special Warrant to raise
approximately C$15.5 million. The
Special Warrants will convert on exercise into common shares (the
"Common Shares") on a one-for-one basis. Insiders of the Company
will subscribe for approximately 9 million Special Warrants.
The Special Warrants will convert upon exercise into Common
Shares, subject to certain restrictions, without payment of any
additional consideration. The Company will agree to file a
prospectus in certain Canadian provinces to qualify the conversion
of the Special Warrants and a registration statement in
the United States to qualify the
resale of Common Shares by U.S. investors (together, the "Resale
Filings"). The Company shall use reasonable best efforts to clear
the Resale Filings within 90 days from the Closing Date and has
agreed to maintain the U.S. registration statement effective for a
longer period. There are no share bump-up or other penalties if
clearance of the Resale Filings is delayed for any reason. Details
of the Special Warrant terms will be contained in the Resale
Filings along with a general update of disclosure about Northern
Dynasty.
Completion of the non-brokered financing is subject to execution
of definitive subscription agreements, TSX and NYSE MKT approvals
and customary closing conditions. The offering is expected to close
on December 30, 2014. Pricing was
determined based on the five-day volume weighted trading price on
TSX for the week ended December 19,
2014. A news release will detail the final figures when the
offering is fully closed.
This press release does not constitute an offer of securities
for sale in the United States.
Neither the issuance of the Special Warrants nor the Common Shares
have been, registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), and unless any of
such securities are registered, they may only be offered or sold
within the United States pursuant
to applicable exemptions from the registration requirements of the
U.S. Securities Act and applicable state securities laws.
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development
company based in Vancouver,
Canada. Northern Dynasty's principal asset is the Pebble
Project in southwest Alaska, USA,
an initiative to develop one of the world's most important mineral
resources.
Ronald W. Thiessen
President & CEO
Forward Looking Information and other
Cautionary Factors
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, such as those that address the
in-progress financings and plan to complete certain regulatory
filings are forward-looking statements. Although the Company
believes the expectations expressed in its forward-looking
statements are based on reasonable assumptions, such statements are
subject to future events and third party discretion such as
regulatory personnel. For more information on the Company, and the
risks and uncertainties connected with its business, Investors
should review the Company's home jurisdiction filings at
www.sedar.com and its annual Form 40-F filing with the United
States Securities and Exchange Commission.
SOURCE Northern Dynasty Minerals Ltd.