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 October 2015
Commission File No. 001-32210
NORTHERN DYNASTY MINERALS
LTD.
(Translation of registrant's name into English)
15th Floor – 1040 West Georgia
Street
Vancouver, British Columbia, V6E 4H8, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of 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
SIGNATURE
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.
| NORTHERN DYNASTY MINERALS LTD. |
| |
| Date: October 7, 2015 |
| |
| |
| |
| |
| /s/ Trevor Thomas |
| Trevor Thomas |
| Secretary |
Northern Dynasty Closes Second Tranche of
Financing
Proceeds Total C$15 million
September 10, 2015 Vancouver, BC – Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
announces, further to its press releases of August 10 and August 31, 2015, that
it has completed the second tranche closing of the fundraising through a private
placement of 11,975,592 Special Warrants at a price of C$0.399 per Special
Warrant for gross proceeds of C$4.78 million. The Special Warrants will convert
on exercise into common shares of Northern Dynasty on a one-for-one basis.
When combined with the first tranche proceeds of C$10.22
million, total gross proceeds from the Special Warrant non-brokered placement
are just over C$15 million.
Additionally, as previously announced on September 1, 2015, the
definitive agreement with Cannon Point Resources (“Cannon Point”) in respect of
the acquisition of 100% of the outstanding securities of Cannon Point has been
signed. Assuming the timely receipt of shareholder, court and regulatory
approvals, it is expected that this acquisition will close in October 2015.
The securities to be issued pursuant to this 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.
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 U.S. 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. 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 filings with the United States Securities and Exchange
Commission.
FORM 51–102F3
MATERIAL CHANGE REPORT
| Item 1 |
Name and Address of Company
|
Northern Dynasty Minerals Ltd.
15th Floor - 1040 West
Georgia Street
Vancouver, British Columbia
V6E 4H1
| Item 2 |
Date of Material Change
|
September 9, 2015
News releases were issued by Northern Dynasty Minerals Ltd.
(“Northern Dynasty” or the “Company”) on August 31, 2015 and September 10, 2015
and distributed through Canada Newswire and filed on SEDAR.
| Item 4 |
Summary of Material Change
|
The Company announced that it has closed its previously
announced private placement offering of Special Warrants.
| Item 5 |
Full Description of Material Change
|
| 5.1 |
Full Description of Material Change
|
Further to the news release of August 10, 2015, the Company has
completed a private placement of 37,600,000 special warrants (the “Special
Warrants”) at $0.399 per Special Warrant for aggregate gross proceeds of
approximately $15 million. The Special Warrants will convert on exercise into
common shares of Northern Dynasty on a one-for-one basis.
The private placement completed in two tranches. The first
tranche of 25,624,408 Special Warrants completed on August 31, 2015, for gross
proceeds of C$10.2 million. The second tranche of 11,975,592 Special Warrants
completed on September 9, 2015, for gross proceeds of C$4.78 million.
Additionally, as previously announced on September 1, 2015, the
definitive agreement with Cannon Point in respect of the acquisition of 100% of
the outstanding securities of Cannon Point has been signed. Assuming the timely
receipt of shareholder, court and regulatory approvals, it is expected that this
acquisition will close in October 2015.
| 5.2 |
Disclosure for Restructuring
Transactions |
Not applicable.
- 2 -
| Item 6 |
Reliance on subsection 7.1(2) of National
Instrument 51–102 |
Not applicable.
| Item 7 |
Omitted Information |
Not applicable.
Trevor Thomas
Secretary and General Counsel
Tel:
604-684-6365
September 21, 2015
Former US Senator and Secretary of Defense William S. Cohen
releases report on independent investigation into EPA actions at Alaska’s Pebble
Project
October 6, 2015, Vancouver, BC – Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
announces that former US Senator and Secretary of Defense William S. Cohen today
released the report of his investigation into the US Environmental Protection
Agency’s (“EPA”) actions with respect to Alaska’s Pebble Project, and the
agency’s efforts to issue the first-ever ‘pre-emptive’ veto in the 43-year
history of the Clean Water Act.
Entitled, ‘Report of an Independent Review of the United
States Environmental Protection Agency’s Actions in Connection With Its
Evaluation of Potential Mining In Alaska’s Bristol Bay Watershed,’ the
report was commissioned by the Pebble Limited Partnership (“Pebble Partnership”
or “PLP”) and prepared by a team of independent investigators employed by The
Cohen Group and law firm DLA Piper over a period of approximately one year. The
Cohen investigation team reviewed thousands of EPA documents secured through
Freedom of Information Act (“FOIA”) requests, and interviewed some 60
individuals involved with the EPA or its controversial review of the Pebble
Project.
Cohen states: “The decision about whether to build a mine in
this area, as well as the process used to make such a decision, is very
important to Alaska’s environment, economy, people, fish and wildlife. It
requires regulatory authority to be exercised in the fairest way possible. After
a very thorough review, I do not believe EPA used the fairest and most
appropriate process.”
The Cohen report raises a series of concerns about potential
EPA misconduct, including: that EPA may have pre-determined the outcome of its
review before conducting the Bristol Bay Watershed Assessment; and, that
EPA officials may have had inappropriately close relationships with
environmental activists. Cohen urges US Congress and the independent Office of
the EPA Inspector General to use their respective subpoena powers to look
further into the myriad issues of EPA misconduct catalogued in his report.
Cohen concludes by encouraging US lawmakers to consider taking
action to ensure that all major development projects in the US, including
Pebble, are evaluated through the National Environmental Policy Act (“NEPA”)
permitting process. “As we look to the future, I urge policymakers to consider
requiring the use of the Permit/NEPA Process. This process, which entails
compliance with NEPA and other regulatory requirements, an environmental impact
statement (“EIS”), and input from the EPA, other relevant agencies, and the
State of Alaska, will supply the gaps in information which the BBWA left
outstanding. This decision is too important to be made with anything less than
the best and most comprehensive information available.”
An Executive Summary of the 346-page Cohen report (with
attachments) can be viewed at
http://files.cohengroup.net/Final/Final-Executive-Summary.pdf. To access
the complete report, visit
http://files.cohengroup.net/Final/Final-Report-with-Appendices-compressed.pdf.
In addition to the Cohen investigation, EPA actions at Pebble
are being scrutinized by the EPA Inspector General and several Congressional
committees. Last fall, a federal court judge in Alaska approved the Pebble
Partnership’s motion for a Preliminary Injunction that forbids EPA from taking
any further steps to advance its proposed veto pending the outcome of litigation
alleging that the federal agency violated the Federal Advisory Committee
Act.
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.
Marchand Snyman
Chief Financial Officer
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, that address exploration drilling, exploitation
activities and events or developments that the Company expects are
forward-looking statements. Although the Company believes the expectations
expressed in its forward-looking statements are based on reasonable assumptions,
such statements should not be in any way construed as guarantees of the ultimate
size, quality or commercial feasibility of the Pebble Project or of the
Company's future performance or the outcome of litigation. Assumptions used by
the Company to develop forward-looking statements include the following: the
Pebble Project will obtain all required environmental and other permits and all
land use and other licenses, studies and development of the Pebble Project will
continue to be positive, and no geological or technical problems will occur. The
likelihood of future mining at the Pebble Project is subject to a large number
of risks and will require achievement of a number of technical, economic and
legal objectives, including obtaining necessary mining and construction permits,
approvals, licenses and title on a timely basis and delays due to third party
opposition, changes in government policies regarding mining and natural resource
exploration and exploitation, the final outcome of any litigation, completion of
pre-feasibility and final feasibility studies, preparation of all necessary
engineering for surface or underground mining and processing facilities as well
as receipt of significant additional financing to fund these objectives as well
as funding mine construction. Such funding may not be available to the Company
on acceptable terms or on any terms at all. There is no known ore at the Pebble
Project and there is no assurance that the mineralization at the Pebble Project
will ever be classified as ore. The need for compliance with extensive
environmental and socio-economic rules and practices and the requirement for the
Company to obtain government permitting can cause a delay or even abandonment of
a mineral project. The Company is also subject to the specific risks inherent in
the mining business as well as general economic and business conditions. For
more information on the Company, Investors should review the Company's filings
with the United States Securities and Exchange Commission and its home
jurisdiction filings that are available at www.sedar.com.
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