Report of Foreign Issuer (6-k)
February 26 2015 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of FEBRUARY 25, 2015
Commission File Number: 001-32210
Northern Dynasty Minerals Ltd.
(Translation of registrant's name into English)
15th Floor - 1040 W. Georgia St., Vancouver, BC, V6E 4H8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ x ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Northern Dynasty Minerals Ltd. |
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(Registrant) |
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Date: February 25, 2015 |
By: |
/s/Ronald Thiessen |
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Ronald Thiessen |
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Title: |
President & CEO |
Northern Dynasty Completes Prospectus to Clear
Special Warrants
February 25, 2015 - Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
reports that further to the Companys news releases of January 13, 2015
announcing the sale of 35,962,735 special warrants to raise of $15,499,939, the
Company has now filed and received a receipt from certain Canadian securities
regulators for the final short form prospectus qualifying the distribution of
the 35,962,735 common shares (the "Common Shares") of the Company issuable upon
exercise of the special warrants. A copy of prospectus can be downloaded from
www.sedar.com. Accordingly, these Common Shares when issued in accordance
with the terms and conditions of the special warrant certificates will not be
subject to resale restrictions in Canada. All special warrants, except those
held by US holders and one principal shareholder will be automatically exercised
at 4:00 p.m. on March 4, 2015 and such holders will automatically receive the
underlying Common Shares without any further action on their part. The balance
of the special warrants can be exercised over a period of up to 24 months from
their issuance.
The issuance of the Common Shares by the Company has not been
registered under the United States Securities Act of 1933, as amended (the U.S.
Securities Act) and such Common Shares will be issued pursuant to available
exemptions from registration. The Company has filed a registration statement
under the U.S. Securities Act to register the resale of Common Shares to be
issued to certain U.S. holders of the special warrants. The registration
statement was declared effected by the United States Securities and Exchange
Commission on February 24, 2015. A copy of the registration statement can be
downloaded from www.sec.gov.
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.
For further details on Northern Dynasty and the Pebble Project,
please visit the Company's website at www.northerndynasty.com or contact
Investor services at (604) 684-6365 or within North America at 1-800-667-2114.
Review Canadian public filings at www.sedar.com and US public filings at
www.sec.gov.
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.
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