VANCOUVER, Oct. 8, 2015 /PRNewswire/ - Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the
"Company") announces that it has entered into a binding letter
agreement to acquire 100% of Mission Gold Ltd. (TSXV: MGL)
("Mission Gold"), whose primary assets are approximately
$9 million in cash and a 100%
interest in the Alto Parana titanium project (which will be sold to
a third party on terms acceptable to Northern Dynasty prior to, and
as a condition of, closing of the acquisition). (All currency
values are in Canadian dollars).
The Company will acquire 100% of Mission Gold for approximately
27.8 million Northern Dynasty common shares, subject to adjustment
in the event that Mission Gold's working capital is less than an
agreed minimum amount. The transaction is subject to the
requisite approvals of the Mission Gold security holders as well as
customary regulatory and judicial approvals. The acquisition is not
expected to be subject to Northern Dynasty shareholder approval.
During the merger process, which will be by conventional statutory
plan of arrangement, Mission Gold has agreed to make a subordinated
secured credit facility of $8.4
million available to Northern Dynasty for a period of six
months. Northern Dynasty will appoint a nominee of Mission Gold to
the Northern Dynasty board of directors on closing of the
acquisition. The outstanding Mission Gold warrants will be
exchanged for approximately 16.7 million warrants of Northern
Dynasty having a weighted average exercise price of approximately
$0.97. The outstanding Mission
Gold stock options will expire in accordance with their existing
terms prior to closing. The acquisition of Mission Gold is
subject to completion of due diligence, TSX and NYSE MKT approvals,
other customary closing conditions and the negotiation of a
definitive agreement, which will be filed on SEDAR.com when
executed and is anticipated to occur on or before October 30, 2015.
The securities to be issued pursuant to the transaction have not
been registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), and may not be offered or sold in
the United States absent
registration or applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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. These statements include
expectations about the likelihood of completing a financing and
merger transaction and the ability of the Company to secure
regulatory acceptance for its prospectus and registration
statements. Though 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 filings with the United
States Securities and Exchange Commission.
SOURCE Northern Dynasty Minerals Ltd.