VANCOUVER, Dec. 11, 2018 /CNW/ - Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern Dynasty" or
the "Company") reports that it intends to privately place with
certain accredited investors up to approximately 11.3 million
Special Warrants priced at C$0.83
(US$0.62) per Special Warrant to
raise approximately C$8.4 million
(US$7.0 million). The Special
Warrants will convert upon exercise into common shares (the "Common
Shares") on a one-for-one basis. The proceeds of the Offering will
largely be used in payment of a success fee that was accrued in
connection with the 2017 settlement of the Company's legal
proceedings against the United States Environmental Protection
Agency, which is due to the Company's legal counsel by year
end.
The Special Warrants will convert upon exercise into the Common
Shares without payment of any additional consideration. The
Company will agree to file a prospectus in certain Canadian
provinces to qualify the conversion of the Special Warrants (the
"Canadian Prospectus"). The Special Warrants will convert
automatically on (i) the date that is the later of six days
following the issuance of a final receipt for the Canadian
Prospectus, and (ii) the date that is 120 days from the date of
closing. The Company will also agree, at the request of any
U.S. investors, to file and clear a registration statement in
the United States to qualify the
resale of Common Shares by U.S. investors (the "SEC Registration
Statement"). The Company shall use commercially reasonable best
efforts to clear the SEC Registration Statement within 90 days from
the Closing Date and maintain the US registration statement
effective for up to two years. There are no share bump-up or other
penalties if clearance of the Canadian Prospectus or SEC
Registration Statement is delayed for any reason.
Completion of the non-brokered financing is subject to TSX and
NYSE American approvals and customary closing conditions. The
offering is expected to close on December
20, 2018. Pricing was determined with reference to the
five-day volume weighted trading price on TSX for the five days
ended December 10, 2018.
Northern Dynasty, through the Pebble Limited Partnership, is
currently advancing the Pebble Project through the Environmental
Impact Statement ("EIS") permitting process and notes that the U.S.
Army Corps of Engineers have published an estimated January 2019 release date for the draft EIS on
their Pebble Project EIS website. The Company remains committed to
its goals of repositioning and re-partnering the Pebble
Project.
This press release does not constitute an offer of securities
for sale in the United States.
Neither the issuance of the Special Warrants nor the Common Shares
have been, nor will they be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), and
such securities may only be offered or sold within the United States pursuant to applicable
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
About Northern Dynasty
Northern Dynasty is a mineral exploration and development
company based in Vancouver,
Canada. Northern Dynasty's principal asset, owned through
its wholly-owned Alaska-based US
subsidiary Pebble Limited Partnership, is a 100% interest in a
contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The
Pebble Partnership is the proponent of the Pebble Project, 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.northerndynastyminerals.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 US 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, that address the
offering of Special Warrants, closing of the financing and the use
of proceeds of the offering that the Company expects are
forward-looking statements. Although the Company believes the
expectations expressed in its forward-looking statements are based
on reasonable assumptions, such statements should not be in any way
construed as guarantees of the ultimate completion of the Special
Warrant offering or the amount of proceeds raised of the Company's
future performance. In addition, any statements made by the
Company, other than statements of historical facts, that address
events or developments that the Company expects in relation to the
Pebble Project, including any potential re-partnering, are
forward-looking statements. Although the Company believes the
expectations expressed in its forward-looking statements are based
on reasonable assumptions, such statements should not be in any way
construed as guarantees. Assumptions used by the Company to
develop forward-looking statements include the following: the
Pebble Project will obtain all required environmental and other
permits and all land use and other licenses, studies and
development of the Pebble Project will continue to be positive, and
no geological or technical problems will occur. The likelihood of
future mining at the Pebble Project is subject to a large number of
risks as detailed in its public filings. The need for compliance
with extensive environmental and socio-economic rules and practices
and the requirement for the Company to obtain government permitting
can cause a delay or even abandonment of a mineral project. The
Company is also subject to the specific risks inherent in the
mining business as well as general economic and business
conditions. The National Environmental Policy Act EIS process
requires a comprehensive "alternatives assessment" be undertaken to
consider a broad range of development alternatives.
Accordingly, the final project design and operating parameters for
the Pebble Project and associated infrastructure may vary
significantly from that currently being advanced. As a result, the
Company will continue to consider various development options and
no final project design has been selected at this time.
For more information on the Company, Investors should review the
Company's filings with the United States Securities and Exchange
Commission and its home jurisdiction filings that are available at
www.sedar.com.
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SOURCE Northern Dynasty Minerals Ltd.