Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 31 2016 - 6:02AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to
Rule 433
Registration Statement No. 333-209921
To
Prospectus Supplement dated May 26, 2016
(to Prospectus dated March
30, 2016)
Treasury Offering of Units
May 27, 2016
A final short form base shelf prospectus dated March 7, 2016
and a prospectus supplement dated May 26, 2016 containing important information
relating to the securities described in this document have been filed with the
securities regulatory authorities in British Columbia, Alberta and Ontario.
Copies of the final short form base shelf prospectus, any amendment to the short
form base shelf prospectus and any applicable shelf prospectus supplement may be
obtained from the Company at: info@northerndynasty.com.
The Company (as defined herein) has filed a registration
statement (including a prospectus dated March 30, 2016)
and a prospectus
supplement dated May 26, 2016 with the United States Securities and Exchange
Commission (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 this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company
will arrange to send you the prospectus, as supplemented, if you request it.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
short form base shelf prospectus, any amendment and any applicable shelf
prospectus supplement for disclosure of those facts, especially risk factors
relating to the securities offered, before making an investment decision.
Investors should be aware that the acquisition of the Units described herein may
have tax consequences. Investors should read the tax discussion in the
prospectus supplement filed for the Units, however, the short form base shelf
prospectus or such prospectus supplement may not fully describe these tax
consequences.
This communication shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Issuer:
|
Northern Dynasty Minerals Ltd. (the
Company
).
|
|
|
Offering:
|
Treasury offering of 2,222,222 units (the
Units
)
directly marketed by the Company to investors who have a pre-existing
relationship with a director or officer of the Company.
|
|
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Units:
|
Each Unit consists of one common share (a
Share
)
and one common share purchase warrant (a
Warrant
).
|
|
|
Warrants:
|
Each Warrant is exercisable into one common share (a
Warrant Share) at an exercise price of CDN$0.65 per Warrant Share for a
period of five (5) years from the Closing Date.
|
|
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Issue Price:
|
CDN$0.45 per Unit.
|
|
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Amount:
|
Up to CDN$1,000,000, with no minimum.
|
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Concurrent
Offering
|
The Offering is being conducted concurrently with an
offering of up to an additional 31,111,111 Units at the Issue Price for
additional gross proceeds of up to CDN$14,000,000 pursuant to an agency
agreement entered into by the Company on May 26, 2016 (the
Agency
Agreement
). The Agency Agreement provides for
an over-allotment option for the purchase of an
additional 4,666,667 Units at the Issue Price (the
Over-Allotment
Option
). If the Over-allotment Option is exercised in full, the gross
proceeds from the Concurrent Offering will equal $16,100,000. There is no
assurance all or any portion of the Concurrent Offering will be completed
or the Over-Allotment Option exercised.
|
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Treasury Offering of Units
|
May 27, 2016
|
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Use of Proceeds:
|
The net proceeds of the Offering will be used to fund the
Companys multi- dimensional strategy to address the United States
Environmental Protection Agencys 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.
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U.S. Accredited
Investors
|
Marketed directly by the Company in the United States
only to Accredited Investors, as defined in Rule 501(a) of Regulation D
under the U.S. Securities Act of 1933, as amended, by way of a U.S. base
shelf prospectus and prospectus supplement.
|
|
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Listing:
|
The existing common shares of the Company are listed on
the Toronto Stock Exchange (the TSX) under the symbol NDM and on the
NYSE MKT under the symbol NAK. The Company will use its best efforts to
obtain the necessary approvals to list the Shares and Warrant Shares on
the TSX and the NYSE MKT, and the Warrants on the TSX. Closing conditional
upon receipt of TSX and NYSE MKT approvals.
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|
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Commission:
|
No commissions will be paid to any of the officers or
directors of the Company involved in the Offering.
|
|
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Closing Date:
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On or about June 10, 2016, or such other date as
determined by the Company.
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An investment in the Units involves a high degree of risk
and must be considered speculative due to the nature of the Companys business
and the present stage of exploration and development of certain of its
properties. Prospective investors should carefully consider the risk factors
described in the Prospectus under Risk Factors and Cautionary Note Regarding
Forward-Looking Statements.
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