Report of Foreign Issuer (6-k)
January 06 2016 - 6:02AM
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 January 5, 2016
Commission File Number: 0001-32210
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: January 5, 2016 |
By: |
/s/ Ronald W. Thiessen |
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Ronald W. Thiessen |
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Title: |
President & CEO |
Northern Dynasty Completes Acquisition of Mission
Gold
December 24, 2015 Vancouver, BC 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 Golds 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 Golds 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
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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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