VANCOUVER, May 26, 2016 /CNW/ - Northern Dynasty Minerals
Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the
"Company") announces that it has filed prospectus supplements dated
May 26, 2016 with the securities
commissions in British Columbia,
Alberta and Ontario, and in the
United States with the U.S. Securities and Exchange
Commission (the "SEC") in connection with an offering of units
(each, a "Unit") of the Company (the "Offering"). The Canadian
prospectus supplement has been filed pursuant to the Company's base
shelf prospectus dated March 7, 2016.
The U.S. prospectus supplement has been filed pursuant to the
Company's U.S. base shelf prospectus filed pursuant to its
registration statement on Form F-3, which was declared effective by
the SEC on March 30, 2016.
The Offering will be conducted by Global Securities Corporation
(the "Lead Agent") and Industrial Alliance Securities Inc.
(together with the Lead Agent, the "Agents") and will consist of
31,111,111 Units at a price of $0.45
per Unit (the "Issue Price"), with each Unit consisting of one
common share (a "Share") and one common share purchase warrant (a
"Warrant"). Each Warrant will be exercisable into one common
share (a "Warrant Share") at an exercise price of $0.65 per Warrant Share for a period of five (5)
years from the closing of the Offering (the "Closing"), which is
expected to be on or about June 10,
2016. The Agents will market the Offering on a commercially
reasonable efforts basis (i) publicly in the provinces of
British Columbia, Alberta and Ontario; and (ii) in the United States only to "Qualified
Institutional Buyers" (as defined in Rule 144A of the U.S.
Securities Act of 1933, as amended).
The Company has granted the Agents an option (the
"Over-Allotment Option"), exercisable, in whole or in part, at any
time, and from time to time, upon mutual agreement between the
Company and the Lead Agent, until and including 30 days following
the Closing, to purchase up to an additional 4,666,667 Units at the
Issue Price to cover over-allotments, if any.
In addition, the Company intends to offer an additional
2,222,222 Units directly to United
States "accredited investors" in a direct offering for
additional proceeds of up to $1,000,000 (the "Direct Offering"). The
Company will file a prospectus supplement with the securities
commissions in British Columbia,
Alberta and Ontario and with the SEC with respect to the
Direct Offering.
The Offering and the Direct Offering are expected to raise gross
proceeds of $15,000,000 in aggregate
if all offered Units are sold (or up to $17,100,000 if the Over-Allotment Option is
exercised in full).
The net proceeds of the Offering will be used to fund the
Company's multi-dimensional strategy to address the United States
Environment Protection Agency's proposed pre-emptive regulatory
action under the United States Clean Water Act and to prepare the
Pebble Project to initiate federal and state permitting under the
United States National Environmental Policy Act, costs to keep the
Pebble project in good standing, costs to advance a potential
partner(s) transaction and for working capital and general
corporate purposes.
Closing of the Offering will be subject to customary closing
conditions, including listing of the Shares on the TSX and the NYSE
MKT, the listing of the Warrants on the TSX and any additional
required approvals of each exchange.
The Company has filed a registration statement (including a
prospectus) and a prospectus supplement with the SEC for the
offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and
other documents the Company has filed with the SEC for more
complete information about the Company and the Offering. You may
get these documents for free by visiting EDGAR on the SEC website
at www.sec.gov/edgar.shtml. Alternatively, the Company or the Lead
Agent will arrange to send you the prospectus, as supplemented, if
you request it by contacting the Company at the contact information
below or the Lead Agent at: syndication@globalsec.com.
This news release shall not in any circumstances constitute an
offer to sell or a solicitation of an offer to buy, nor shall there
be any sale of these securities in any jurisdiction in which an
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the applicable securities laws
of any such jurisdiction.
Copies of the final short form base shelf prospectus and
prospectus supplement can be found on SEDAR at www.sedar.com.
The Company appointed Mr. David
Laing and Mr. Christian Milau
as directors on May 12, 2016.
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 permitting it to offer securities to the
public are forward-looking statements. These statements include
expectations about the likelihood of completing the financings, the
amount of funds to be raised, the use of proceeds of the financings
and the ability of the Company to secure required Canadian and US
regulatory acceptances. 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 at
www.sec.gov.
SOURCE Northern Dynasty Minerals Ltd.