VANCOUVER, Dec. 24, 2015 /CNW/ - Northern Dynasty Minerals
Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the
"Company") and Mission Gold Ltd. (TSXV: MGL) ("Mission Gold") are
pleased to announce completion of the previously announced plan of
arrangement (the "Arrangement") whereby Northern Dynasty has
acquired 100% of the issued and outstanding common shares of
Mission Gold. Pursuant to the Arrangement, Northern Dynasty
issued an aggregate of 27,593,341 common shares to the former
shareholders of Mission Gold (0.5467 of a Northern Dynasty common
share for each issued Mission Gold common share which exchange
ratio has been determined pursuant to the working capital
adjustment provision of the Arrangement). In addition,
warrants to purchase an aggregate of 13,182,076 common shares of
Mission Gold at a price of $0.50 per
share were exchanged for warrants to purchase an aggregate of
13,182,076 common shares of Northern Dynasty exercisable at a price
of $0.55 per share on or before
July 9, 2020, and warrants to
purchase an aggregate of 2,735,433 common shares of Mission Gold at
a price of $2.72 per share were
exchanged for warrants to purchase an aggregate of 2,735,433 common
shares of Northern Dynasty exercisable at a price of $3.00 per share on or before September 14, 2017.
Also pursuant to the Arrangement, Mr. Marcel de Groot was appointed as a director of
Northern Dynasty.
The Arrangement was approved by 100% of the votes cast by
securityholders of Mission Gold at an annual general and special
meeting held on December 21,
2015. Final approval for the Arrangement was obtained from
the Supreme Court of British
Columbia on December 23,
2015. Pursuant to the Arrangement, Mission Gold amalgamated
with a wholly-owned subsidiary of Northern Dynasty to form a merged
company that is wholly-owned by Northern Dynasty. Mission
Gold common shares will be delisted from the TSX Venture Exchange
after market close on December 24,
2015, and Northern Dynasty will make applications to the
relevant securities commissions for Mission Gold to cease to be a
reporting issuer under Canadian securities laws.
Immediately following closing of the Arrangement, the sale of
Mission Gold's wholly-owned subsidiary, CIC Resources Inc., was
completed. The consideration received was 437,597 common shares of
a TSX listed issuer having a value of $1,500,000 based on the closing price for such
shares on November 20, 2015.
Full details of the Arrangement and certain other matters are
set out in the management information circular of Mission Gold
dated November 20, 2015, a copy of
which can be found under Mission Gold's profile on SEDAR at
www.sedar.com.
Shareholders of Mission Gold 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.
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.
SOURCE Northern Dynasty Minerals Ltd.