Report of Foreign Issuer (6-k)
October 30 2015 - 6:08AM
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 October, 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: October 29, 2015 |
By: |
/s/ Ronald W. Thiessen |
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Ronald W. Thiessen |
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Title: |
President & CEO |
Northern Dynasty Completes Acquisition of Cannon
Point
October 29, 2015 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) (Northern Dynasty or the Company)
and Cannon Point Resources Ltd. (TSXV: CNP) (Cannon Point) are pleased to
announce that today Northern Dynasty completed the previously announced plan of
arrangement (the Arrangement) pursuant to which Northern Dynasty has acquired
100% of the issued and outstanding common shares of Cannon Point. Pursuant to
the Arrangement, Northern Dynasty issued an aggregate of 12,881,344 common
shares to the former shareholders of Cannon Point (0.376 of a Northern Dynasty
common share for each issued Cannon Point common share). In addition, an
aggregate of 8,375,000 share purchase warrants of Cannon Point were exchanged
for an aggregate of 3,149,000 share purchase warrants of Northern Dynasty
exercisable at a price of $2.13 per share on or before December 17, 2015, and an
aggregate of 3,312,500 stock options of Cannon Point were exchanged for an
aggregate of 1,245,500 stock options of Northern Dynasty with exercise prices
ranging from $0.29 to $0.43 per share. All such options will expire on January
29, 2016, with the exception of an aggregate of 676,800 options which will
retain their original expiry date.
Pursuant to the Arrangement, Mr. Gordon Keep was appointed as a
director of Northern Dynasty.
The Arrangement was approved by 100% of the votes cast by
securityholders of Cannon Point at an annual general and special meeting held on
October 23, 2015. Final approval for the Arrangement was obtained from the
Supreme Court of British Columbia on October 28, 2015. As a result of the
Arrangement, Cannon Point became a wholly-owned subsidiary of Northern Dynasty.
Cannon Point common shares will be delisted from the TSX Venture Exchange after
market close on October 29, 2015, and Northern Dynasty will make applications to
the relevant securities commissions for Cannon Point to cease to be a reporting
issuer under Canadian securities laws.
Full details of the Arrangement and certain other matters are
set out in the management information circular of Cannon Point dated September
14, 2015, a copy of which can be found under Cannon Points profile on SEDAR at
www.sedar.com.
Shareholders of Cannon Point who have questions or who may need
assistance with the completion of letters of transmittal are advised to contact
Computershare Investor Services at:
North American Toll Free: |
1-800-564-6253 |
Email: |
corporateactions@computershare.com |
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.
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