UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2015
Commission File No. 001-32210
NORTHERN DYNASTY MINERALS
LTD.
(Translation of registrant's name into English)
15th Floor – 1040 West
Georgia Street
Vancouver, British Columbia, V6E 4H8,
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NORTHERN DYNASTY MINERALS LTD.
Date: February 3, 2015
| /s/ Ronald Thiessen |
|
| Ronald Thiessen |
|
| President and CEO |
|
Form 51–102F3
Material Change Report
| Item 1 |
Name and Address of Company
|
| Northern Dynasty Minerals Ltd. (the “Company”) |
| Suite 1500 – 1040 West Georgia Street |
| Vancouver, British Columbia V6E 4H1
|
| Item 2 |
Date of Material Change
|
January 13, 2015
January 13, 2015
| Item 4 |
Summary of Material Change
|
The Company reports, further to its press release dated
December 29, 2014, that it has completed the private placement of 35,962,735
Special Warrants priced at C$0.431 per Special Warrant, for gross proceeds in
the amount of C$15.5 million. The Special Warrants will convert on exercise into
common shares (the “Common Shares”) on a one-for-one basis.
| Item 5 |
Full Description of Material Change
|
| |
|
| 5.1 |
Full Description of Material Change
|
See attached news release.
| 5.2 |
Disclosure for Restructuring
Transactions |
Not Applicable.
| Item 6 |
Reliance on subsection 7.1(2) or (3) of
National Instrument 51–102 |
Not Applicable.
| Item 7 |
Omitted Information |
Not Applicable.
Trevor Thomas, Counsel, Tel. No. (604) 684-6365
January 19, 2015
Northern Dynasty Completes C$15.5 Million Financing
January 13, 2015 Vancouver, BC – Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
reports, further to its press release dated December 29, 2014, that it has
completed the private placement of 35,962,735 Special Warrants priced at C$0.431
per Special Warrant, for gross proceeds in the amount of C$15.5 million. The
Special Warrants will convert on exercise into common shares (the “Common
Shares”) on a one-for-one basis.
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 registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and unless any of such securities
are registered, they 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.
As a result of the financing Stirling Global Value Fund Inc.
has acquired 7.18 million Special Warrants which upon their exercise into Common
Shares at the same time as all other Special Warrants are exercised will give
Stirling a position of 20.08 million Common Shares representing 15.3% of the
approximately 131 million shares then issued. For further details see Stirling’s
early warning report recently filed on SEDAR (www.sedar.com).
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.
For further details on Northern Dynasty and the Pebble Project,
please visit the Company's website at www.northerndynasty.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, such as those that address the in-progress
financings and plan to complete certain regulatory filings are forward-looking
statements. Although 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 annual Form 40-F filing with the
United States Securities and Exchange Commission.
Northern Dynasty Completes C$15.5 Million Financing
January 13, 2015 Vancouver, BC – Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
reports, further to its press release dated December 29, 2014, that it has
completed the private placement of 35,962,735 Special Warrants priced at C$0.431
per Special Warrant, for gross proceeds in the amount of C$15.5 million. The
Special Warrants will convert on exercise into common shares (the “Common
Shares”) on a one-for-one basis.
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 registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and unless any of such securities
are registered, they 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.
As a result of the financing Stirling Global Value Fund Inc.
has acquired 7.18 million Special Warrants which upon their exercise into Common
Shares at the same time as all other Special Warrants are exercised will give
Stirling a position of 20.08 million Common Shares representing 15.3% of the
approximately 131 million shares then issued. For further details see Stirling’s
early warning report recently filed on SEDAR (www.sedar.com).
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.
For further details on Northern Dynasty and the Pebble Project,
please visit the Company's website at www.northerndynasty.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, such as those that address the in-progress
financings and plan to complete certain regulatory filings are forward-looking
statements. Although 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 annual Form 40-F filing with the
United States Securities and Exchange Commission.
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