UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
40-F
[ ]
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2017
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Commission
File Number: 001-32210
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NORTHERN
DYNASTY MINERALS LTD.
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(Exact
name of Registrant as specified in its charter)
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British
Columbia Canada
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1040
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Not
Applicable
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(Province
or Other Jurisdiction of
Incorporation or Organization)
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(Primary
Standard Industrial
Classification Code)
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(I.R.S.
Employer
Identification No.)
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15
th
Floor, 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
(604) 684-6365
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(Address
and telephone number of Registrant’s principal executive offices)
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Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(800) 927-9800
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(Name,
address (including zip code) and telephone number (including
area code) of agent for service in the United States)
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Securities
registered or to be registered pursuant to section 12(b) of the Act:
Title
Of Each Class
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Name
Of Each Exchange On Which Registered
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Common
Shares, no par value
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NYSE
American
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Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For
annual reports, indicate by check mark the information filed with this Form:
[X]
Annual Information Form
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[X]
Audited Annual Financial Statements
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Indicate
the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period
covered by the annual report:
308,237,856 Common Shares
Indicate
by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “yes”
is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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Emerging
growth company
[X]
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Introductory
Information
In
this annual report, references to “we”, “our”, “us”, the “Company” or “Northern
Dynasty”, mean Northern Dynasty Minerals Ltd. its subsidiaries and consolidated interests, unless the context suggests otherwise.
Northern
Dynasty is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the “
Exchange Act
”) on Form 40-F pursuant to the multi-jurisdictional disclosure system (the “
MJDS
”)
adopted by the United States Securities and Exchange Commission (the “
SEC
”). The equity securities of the Company
are further exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 of the Exchange
Act.
Unless
otherwise indicated, all amounts in this annual report are in Canadian dollars and all references to “$” mean Canadian
dollars.
principal
documents
The
following documents that are filed as exhibits to this annual report are incorporated by reference herein:
Document
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Exhibit
No.
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Annual
Information Form of the Company for the year ended December 31, 2017 (the “
AIF
”)
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99.7
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Audited
consolidated financial statements of the Company as at and for the years ended December 31, 2017 and 2016, including the report
of the Independent Registered Public Accounting Firm with respect thereto
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99.5
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Management’s
Discussion and Analysis of the Company for the year ended December 31, 2017 (the “
MD&A
”)
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99.6
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FORWARD-LOOKING
STATEMENTS
This
annual report includes or incorporates by reference certain statements that constitute “forward-looking statements”
within the meaning of the United States
Private Securities Litigation Reform Act of 1995
. These statements appear in a
number of places in this annual report and documents incorporated by reference herein and include statements regarding our intent,
belief or current expectation and that of our officers and directors. These forward-looking statements involve known and unknown
risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. When used in this annual report
or in documents incorporated by reference in this annual report, words such as “believe”, “anticipate”,
“estimate”, “project”, “intend”, “expect”, “may”, “will”,
“plan”, “should”, “would”, “contemplate”, “possible”, “attempts”,
“seeks” and similar expressions are intended to identify these forward-looking statements. All statements in documents
incorporated herein, other than statements of historical facts that address future production, permitting, reserve potential,
exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements.
These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause
our actual results to differ materially from those in the forward-looking statements. Accordingly, you are cautioned not to put
undue reliance on these forward-looking statements. Other forward-looking statements include, among others, statements regarding:
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our
expectations regarding the potential for securing the necessary permitting of a mine
at the Pebble Project and our ability to establish that such a permitted mine can be
economically developed;
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the
outcome of due diligence and negotiations to complete a partnering transaction;
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the
outcome of any other legal proceedings in which we may be engaged;
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our
ability to raise capital for exploration and development activities
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expected
financial performance in future periods;
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our
plan of operations, and
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factors
relating to our investment decisions.
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Certain
of the assumptions we have made include assumptions regarding, among other things:
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that
we will be able to secure sufficient capital necessary for continued environmental assessment
and permitting activities and engineering work which must be completed prior to any potential
development of the Pebble Project which would then require engineering and financing
in order to advance to ultimate construction;
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that
we will successfully complete a partnering transaction, including finalization of definitive
agreements and fulfilment of conditions precedent therein, including receipt of all approvals;
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that
the Company will ultimately be able to demonstrate that a mine at the Pebble Project
can be economically developed and operated in an environmentally sound and socially responsible
manner, meeting all relevant federal, state and local regulatory requirements so that
we will be ultimately able to obtain permits authorizing construction of a mine at the
Pebble Project;
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that
the market prices of copper, gold, molybdenum and silver will not decline significantly
or stay depressed for a lengthy period of time;
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that
our key personnel will continue their employment with us; and
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that
we will continue to be able to secure minimum adequate financing on acceptable terms.
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Some
of the risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking
statements include:
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an
inability to ultimately obtain permitting for a mine at the Pebble Project;
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an
inability to establish that the Pebble Project may be economically developed and mined
or contain commercially viable deposits of ore based on a mine plan for which government
authorities are prepared to grant permits;
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an
inability to complete a partnering transaction on terms satisfactory to the Company;
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an
inability to continue to fund exploration and development activities and other operating
costs;
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the
highly cyclical and speculative nature of the mineral resource exploration business;
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the
pre-development stage economic viability and technical uncertainties of the Pebble Project
and the lack of known reserves on our Pebble Project;
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an
inability to recover even the financial statement carrying values of the Pebble Project
if we cease to continue on a going concern basis;
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the
potential for loss of the services of key executive officers;
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a
history of, and expectation of further, financial losses from operations impacting our
ability to continue on a going concern basis;
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the
volatility of gold, copper and molybdenum an silver prices and mining share prices;
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the
inherent risk involved in the exploration, development and production of minerals and
the presence of unknown geological and other physical and environmental hazards at the
Pebble Project;
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the
potential for changes in, or the introduction of new, government regulations relating
to mining, including laws and regulations relating to the protection of the environment
and project legal titles;
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potential
claims by third parties to titles or rights involving the Pebble Project;
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uncertainty
related to litigation;
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the
possible inability to insure our operations against all risks;
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the
highly competitive nature of the mining business;
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the
potential dilution to current shareholders from future equity financings;
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the
potential dilution to current shareholders from the exercise of share purchase options
and warrants to purchase the Company’s shares; and
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that
we have never paid dividends and will not do so in the foreseeable future.
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We
refer you to the section entitled “Risk Factors” under Item 5 in our AIF for more detailed discussion of such risks
and other important factors that could cause our actual results to differ materially from those in such forward-looking statements.
Except as required by law, we assume no obligation to update or to publicly announce the results of any change to any of the forward-looking
statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in
assumptions or changes in other factors affecting the forward-looking statements.
CAUTIONARY
NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES
The
disclosure in this annual report, including the documents incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian National Instrument 43-101
Standards of Disclosure
for Mineral Projects
(“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that
establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all resource estimates contained in or incorporated by reference in this annual report have been prepared
in accordance with NI 43-101. These standards differ significantly from the requirements of the SEC, and resource information
contained herein and incorporated by reference herein may not be comparable to similar information disclosed by companies in the
United States (“US companies”).
In
addition, this annual report uses the terms “measured mineral resources”, “indicated mineral resources”
and “inferred mineral resources” to comply with the reporting standards in Canada. We advise United States investors
that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors
are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral
reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and
legal feasibility.
Further,
“inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined
legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred
resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis
of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
It
cannot be assumed that all or any part of “measured mineral resources”, “indicated mineral resources”,
or “inferred mineral resources” will ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported “measured mineral resources”, “indicated mineral resources”, or “inferred
mineral resources” in this annual report is economically or legally mineable.
In
addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only
permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.
For
the above reasons, information contained in this annual report and the documents incorporated by reference herein containing descriptions
of our mineral deposits may not be comparable to similar information made public by US companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
NOTE
TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The
Company is permitted to prepare this annual report in accordance with Canadian disclosure requirements, which are different from
those of the United States. Canadian public companies are required to prepare financial statements in accordance with International
Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
Consequently, the Company’s audited financial statements for the years ended December 31, 2017 and 2016 have been prepared
in accordance with IFRS as issued by the International Accounting Standards Board and the audit is performed in accordance with
Canadian auditing standards and the standards of the United States Public Accounting Oversight Board, and independence standards
of both Canada and the SEC, each of which differ in some respects to United States generally accepted accounting principles (“US
GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference
in this annual report may not be comparable to financial statements prepared in accordance with US GAAP.
DISCLOSURE
CONTROLS AND PROCEDURES
Disclosure
controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures
of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated
and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As
of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure
controls and procedures. Based upon that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective to give a reasonable assurance that
the information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is:.
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recorded,
processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and
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accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
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It
should be noted that while our CEO and our CFO believe that our disclosure controls and procedures provide a reasonable level
of assurance that they are effective, they do not expect that our disclosure controls and procedures or internal control over
financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system will be met.
INTERNAL
CONTROL OVER FINANCIAL REPORTING
Internal
Control over Financial Reporting
The
Company’s management, including the CEO and the CFO, is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting (“ICFR”), as defined by Rule 13a-15(f) and 15d-15(f)
of the Exchange Act, is a process designed by, or under the supervision of the Company’s principal executive and principal
financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with IFRS as issued by the IASB. The Company’s ICFR includes those policies and procedures that:
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pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company;
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provide
reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with IFRS, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management and directors
of the company; and
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provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
the financial statements.
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The
Company’s management, including its CEO and CFO, believe that any system of internal control over financial reporting, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they
cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can
occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of control. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost
effective control system, misstatements due to error or fraud may occur and not be detected.
Management’s
Report on Internal Control over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting
(as such term is defined in Rule 13a-15(f) of the Exchange Act) for the Company.
The
Company’s management, with the participation of the CEO and CFO, assessed the effectiveness of the Company’s ICFR
as of December 31, 2017. In making the assessment, it used the criteria set forth in the
Internal Control-Integrated Framework
(2013)
published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its
assessment, management has concluded that the Company’s ICFR was effective as of December 31, 2017.
Auditor’s
Attestation Report
The
Company is presently an “emerging growth company” as defined in section 3(a) of the Exchange Act, and the Company
will continue to qualify as an “emerging growth company” until the earliest of:
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(a)
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the
last day of the fiscal year during which the Company has total annual gross revenues
of US$1,000,000,000 (as such amount is indexed for inflation every 5 years by the SEC)
or more;
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(b)
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the
last day of the Company’s fiscal year following the fifth anniversary of the date
of the first sale of common equity securities pursuant to an effective registration statement
under the Securities Act;
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(c)
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the
date on which the Company has, during the previous 3-year period, issued more than US$1,000,000,000
in non-convertible debt; or
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(d)
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the
date on which the Company is deemed to be a “large accelerated filer”, as
defined in Exchange Act Rule 12b–2.
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Northern
Dynasty expects to continue to be an emerging growth company until December 31, 2020.
Generally,
a registrant that registers any class of its securities under section 12 of the Exchange Act is required to include in the second
and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting
and, subject to an exemption available to registrants that are neither an “accelerated filer” or a “larger accelerated
filer” (as those terms are defined in Exchange Act Rule 12b-2), an auditor attestation report on management’s assessment
of internal control over financial reporting. However, for so long as the Company continues to qualify as an emerging growth company,
the Company will be exempt from the requirement to include an auditor attestation report in its annual reports filed under the
Exchange Act, even if it were to qualify as an “accelerated filer” or a “larger accelerated filer”. The
Company was an “accelerated filer” for fiscal 2017 (as determined on June 30, 2017, being the last day of the Company’s
second fiscal quarter). Based on the Company’s current status as an “emerging growth company” management’s
report was not subject to attestation by the Company’s registered public accounting firm and, accordingly, this Annual Report
does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting.
No
Changes in Internal Control over Financial Reporting
Management,
including the CEO and CFO, has evaluated the Company’s ICFR to determine whether any changes occurred during the period
covered by this annual report on Form 40-F that have materially affected, or are reasonably likely to materially affect, the Company’s
ICFR. There have been no changes that occurred during the Company’s fiscal year ended December 31, 2017 that have materially
affected, or are reasonably likely to materially affect, the Company’s ICFR.
AUDIT
COMMITTEE
Our
Board of Directors (the “Board”) has established a separately-designated independent Audit and Risk Committee (the
“Audit Committee”) of the Board in accordance with Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing
our accounting and financial reporting processes and the audits of our annual financial statements. As at the date of this annual
report, the Audit Committee was comprised of Steven Decker, Christian Milau and Ken Pickering. The Board has determined that each
of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Section 803 of the
NYSE American LLC Company Guide.
AUDIT
COMMITTEE FINANCIAL EXPERT
Our
Board has determined that Mr. Christian Milau is an audit committee financial expert (as that term is defined in Item 407 of Regulation
S-K under the Exchange Act) and is an independent director under applicable securities laws and the listing requirements of the
NYSE American LLC.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
The
following table sets forth information regarding amounts billed to us by our independent auditor for each of our last two fiscal
years ended December 31:
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2017
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2016
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Audit
Fees
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$ 107,000
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$
122,000
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Audit-Related
Fees
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–
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182,000
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Tax
Fees
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10,000
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–
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All
Other Fees
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–
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–
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Total
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$
117,000
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$ 304,000
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Audit
Fees
Audit
fees are the aggregate fees billed by our independent auditor for the audit of our annual consolidated financial statements, reviews
of interim consolidated financial statements and attestation services that are provided in connection with statutory and regulatory
filings or engagements.
Audit-Related
Fees
Audit–Related
Fees include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits,
due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services
not required by legislation or regulation.
Tax
Fees
Tax
fees are fees for tax compliance and tax advice on actual or contemplated transactions.
All
Other Fees
All
other fees relate to services other than the audit fees, audit-related fees and tax fees described above.
Audit
Committee Pre-Approval Policies
From
time to time, management of the Company recommends to and requests approval from the audit committee for audit and non-audit services
to be provided by the Company’s auditor. The audit committee routinely considers such requests at committee meetings, and
if acceptable to a majority of the audit committee members, pre-approves such audit and non-audit services by a resolution authorizing
management to engage the Company’s auditor for such non-audit services, with set maximum dollar amounts for each itemized
service. During such deliberations, the audit committee assesses, among other factors, whether the non-audit services requested
would be considered “prohibited services” as contemplated by the SEC, and whether the non-audit services requested
and the fees related to such services could impair the independence of the auditor.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
CONTRACTUAL
OBLIGATIONS
The
following table lists information as of December 31, 2017 with respect to our known contractual obligations:
Contractual
obligation
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Total
(‘000)
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Payments
due by period
(‘000)
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Less
than 1 Year
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Between
1 and 3 years
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Between
3 and 5 years
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Long
term debt obligations
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$ –
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$ –
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$ –
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$ –
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Capital
(finance) lease obligation
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–
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–
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–
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–
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Operating
lease obligations
1
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1,331
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370
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475
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486
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Purchase
obligations
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–
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–
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–
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–
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Other
long term liabilities
1, 2
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14,098
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7,448
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6,650
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–
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Total
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$ 15,429
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$ 7,818
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$ 7,125
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$ 486
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Notes
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1.
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Amounts
are to be paid by the Company in US dollars. The conversion rate employed in the table
was the year end rate of Cdn$1.2573 / US dollar.
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2.
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As
a result of the joint settlement agreement between the Company and the EPA in May 2017,
the Company’s legal counsel are due US$16.6 million in additional legal fees (“success
fees”) of which US$15.9 million is payable in three annual instalments of $5.3
million and the balance of $0.7 million is payable in less than a year. The first annual
instalment was paid in December 2017. The next two instalments are payable in December
2018 and 2019 respectively. Of the balance of US$0.7 million, US$0.1 million was paid
in December 2017.
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The
term purchase obligation means an agreement to purchase goods or services that is enforceable and legally binding on the registrant
that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price
provisions; and the approximate timing of the transaction.
CODE
OF ETHICS
We
have adopted a Code of Ethics that applies to our officers, employees and directors and promotes, among other things, honest and
ethical conduct. The Code of Ethics meets the requirements for a “code of ethics” within the meaning of that term
in Form 40-F. The Code of Ethics was updated in 2007, 2009, 2012 and again in 2013 and is contained in the the Corporate Governance
Policies and Procedures Manual in Appendix 4 which is available for download from the Company’s website under Corporate
at
www.northerndynastyminerals.com
.
No
substantive amendments were made to the Company’s Code of Ethics during the fiscal year ended December 31, 2017, and no
waivers of the Company’s Code of Ethics were granted to any principal officer of the Company or any person performing similar
functions during the fiscal year ended December 31, 2017.
NYSE
AMERICAN Equities CORPORATE GOVERNANCE
The
Company’s common shares are listed for trading on the NYSE American Exchange (“NYSE American”). Section 110
of the NYSE American LLC Company Guide permits NYSE American to consider the laws, customs and practices of their home country
in relaxing certain NYSE American listing criteria otherwise applicable to foreign issuers, and grants exemptions from NYSE American
listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description
of the significant ways in which the Company’s governance practices differ from those followed by United States domestic
companies pursuant to NYSE American standards is contained on the Company’s website at
www.northerndynastyminerals.com
.
MINE
SAFETY DISCLOSURE
Pursuant
to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“
Dodd-Frank Act
”),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required
to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders
and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine safety
and Health Administration under the Federal Mine Safety and Health Act of 1977. The Company was not the operator of a mine in
the United States during the fiscal year ended December 31, 2017.
UNDERTAKING
The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions
in said securities.
CONSENT
TO SERVICE OF PROCESS
The
Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and
its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual
report arises, which Form F-X is incorporated herein by reference. Any change to the name or address of the Company’s agent
for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Company.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
March 29, 2018.
|
NORTHERN
DYNASTY MINERALS LTD.
|
|
|
|
By:
/s/ Ronald W. Thiessen
|
|
|
|
|
Ronald W. Thiessen
|
|
Chief Executive Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
Exhibit
Description
|
99.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
99.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
99.3
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
99.4
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
99.5
|
Audited consolidated financial statements of the Company and notes thereto as at and for the years ended December 31, 2017, and 2016, together with the report of the Independent Registered Public Accounting Firm thereon
|
|
|
99.6
|
Management’s Discussion and Analysis for the year ended December 31, 2017
|
|
|
99.7
|
Annual Information Form of the Company for the year ended December 31, 2017
|
|
|
99.8
|
Consent of Deloitte LLP, Independent Registered Public Accounting Firm
|
|
|
99.9
|
Consent of J. David Gaunt, P.Geo.
|
|
|
99.10
|
Consent of James Lang, P.Geo.
|
|
|
99.11
|
Consent of Eric Titley, P.Geo.
|
|
|
99.12
|
Consent of Ting Lu, P.Eng.
|
|
|
99.13
|
Consent of Stephen Hodgson, P.Eng.
|
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