Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 19 2019 - 7:03AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Statement No.
333-229262
Issuer Free Writing Prospectus dated June 19, 2019
Relating to
Prospectus Supplement dated June 19, 2019
(To Prospectus dated January 25,
2019)
Bought Deal Public Offering of Common Shares
A final base shelf prospectus dated January 25, 2019
containing important information relating to the securities described in this
document has been filed with the securities regulatory authorities in each of
the provinces of Canada (other than Quebec) (the Canadian Qualifying
Jurisdictions), and in a corresponding registration statement on Form F-10 (SEC
File No. 333-229262) with the United States Securities and Exchange Commission
(SEC). A prospectus supplement dated June 19, 2019 to the final base shelf
prospectus containing important information regarding the securities described
in this term sheet will also be filed with the Canadian Qualifying Jurisdictions
in Canada and with the SEC in the United States. A copy of the final base shelf
prospectus, any amendment to the final base shelf prospectus and any applicable
shelf prospectus supplement that has been filed is required to be delivered with
this document.
You may get these documents for free by visiting EDGAR on
the SEC's website at www.sec.gov or SEDAR at www.sedar.com. Alternatively,
copies of these documents can be obtained by contacting the Company (defined
below) or any of the Underwriters (defined below) participating in the Offering
who will arrange to send them if you request it by contacting: Cantor Fitzgerald
Canada Corporation, attention: Equity Capital Markets, 181 University Avenue,
Suite 1500, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com or Cantor
Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th
Floor, New York, New York, 10022 or by email at prospectus@cantor.com.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
final base shelf prospectus, any amendment thereto and any applicable shelf
prospectus supplement, for disclosure of those facts, especially risk factors
relating to the securities offered, and other documents the Company has filed on
EDGAR and SEDAR for more complete information before making an investment
decision.
Issuer:
|
Northern Dynasty Minerals Ltd. (the
Company
)
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|
|
Issued Securities:
|
12,200,000 common shares of the Company (the
Common
Shares
), the offering of such Common Shares (the
Offering
).
|
|
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Size of Issue:
|
US$5,002,000 (US$5,752,300 if the Underwriters Option is
exercised in full).
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Issue Price:
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US$0.41 per Common Share (the
Issue Price
).
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Underwriters Option:
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The Underwriters will have an option, exercisable in
whole or in part, on and for a period of up to 30 days following Closing
Date (as defined below), to purchase up to an additional 1,830,000 Common Shares
on the same terms and conditions as set forth herein.
|
Underwriters:
|
Cantor Fitzgerald Canada Corporation (
CFCC
) will
act as the sole book-runner and will lead a syndicate of underwriters in
connection with the Offering (collectively, the
Underwriters
).
|
|
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Form of Underwriting:
|
Bought deal offering by way of a prospectus supplement
to the Companys final base shelf prospectus in Canada and related Form F-
10 registration statement in the United States, subject to a mutually
acceptable underwriting agreement (the "
Underwriting Agreement
").
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Jurisdictions:
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The Common Shares will be offered in the United States
and Canada (other than Quebec) by the Underwriters either directly or
through their respective U.S. or Canadian broker-dealer affiliates or
agents, as applicable. Subject to applicable law and the Underwriting
Agreement, the Underwriters may offer the Common Shares outside of Canada
and the United States.
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|
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Underwriters Fees:
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The Company shall pay the Underwriters a commission equal
to 6.0% of the gross proceeds of the Offering and issue common share
purchase warrants of the Company to purchase Common Shares in an amount
equal to 2.0% of the aggregate number of Common Shares sold in the
Offering (the
Underwriter Warrants).
Each Underwriter Warrant
shall entitle the Underwriters to purchase one common share in the capital
of the Company (each, an
Underwriter Warrant Share
) at the Issue
Price for 12 months following the closing of the Offering.
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Concurrent Private
Placement:
|
In addition to the Offering, the Company is undertaking a
non-brokered private placement of up to 3,660,000 Common Shares at the Issue Price
for gross proceeds to the Company of up to US$1,500,600 (the
Concurrent
Private Placement
). No commission or finders
fee is payable to the Underwriters in connection with the Concurrent
Private Placement.
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|
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Use of Proceeds:
|
The net proceeds of the Offering and the Concurrent
Private Placement are anticipated to be used for (i) operational
expenditures, including engineering, environmental, permitting and
evaluation expenses associated with the Pebble Project and the advancement
of completion of the USACE Environmental Impact Study, (ii) enhanced
outreach and engagement with political and regulatory offices in the
Alaska state and U.S. federal government, Alaska Native partners and
broader regional and state-wide stakeholder groups, and (iii) for general
corporate purposes.
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Listing:
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The Company has applied to list the Offered Shares
(including the Underwriter Warrant Shares issuable upon exercise of the
Underwriter Warrants) qualified for distribution by the prospectus
supplement on the TSX and NYSE American. Listing will be subject to the
Company fulfilling all of the listing requirements of the TSX and NYSE
American.
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Eligibility for
Investment:
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Eligible for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
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Closing Date:
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Closing on a T+3 basis, on or about June 24, 2019 or such
other date as the Company and CFCC, on behalf of the Underwriters,
mutually agree (the
Closing Date
).
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Standstill Period:
|
The Company shall not, without the prior written consent
of CFCC, on behalf of the Underwriters, issue, offer to sell or otherwise
dispose of or enter into any transaction to sell or issue or announce the
issue of, any equity securities of the Company, or any securities
convertible into, or exercisable, or exchangeable for, any equity
securities of the Company, for a period of 90 days following the execution
of the Underwriting Agreement (the
Expiry Date
), except: (i)
pursuant to the Underwriting Agreement and the Concurrent Private Placement; (ii) pursuant to the grant of
options or other equity-based awards (including RSUs and DSUs) pursuant to
any equity compensation plan in effect as of the date of the underwriting
agreement and which is disclosed in the prospectus or prospectus
supplement; (iii) the issuance of Common Shares upon the exercise or
conversion of any options or warrants or other convertible securities
outstanding as of the date of the Underwriting Agreement; or (iv) Common
Shares or securities convertible into or exchangeable for shares of Common
Shares as consideration for mergers, acquisitions, other business
combinations, strategic alliances or strategic investments occurring after
the date of the date of the Underwriting Agreement which are not issued
for capital raising purposes, provided, however, that the aggregate number
of Common Shares issued in connection with transactions described in this
subsection (iv) shall not exceed 19.99% of the number of Common Shares
outstanding as of the Closing Date and the price per Common Share issued
in such transactions shall not be less than the price per Common Share in
the Offering, without the prior written consent of CFCC, on behalf of the
Underwriters.
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Lock-Ups:
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All directors and executive officers of the Company have
agreed, subject to limited exceptions (including with respect of exercise
of stock options), not to offer, sell, transfer, pledge, assign, enter
into any swap transactions or otherwise dispose of any equity securities
of the Company owned, or any securities convertible into, or exercisable,
or exchangeable for, any equity securities of the Company owned, directly
or indirectly by such directors and executive officers, or publicly
announce an intention to do any of the foregoing, until the Expiry Date,
without the prior written consent of CFCC, on behalf of the Underwriters.
|
An investment in the Common Shares 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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