VANCOUVER, Sept. 1, 2015 /PRNewswire/ - Northern
Dynasty Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty"
or the "Company") announces, further to its press release of
August 10, 2015, that it has entered
into a definitive arrangement agreement (the "Agreement") with
Cannon Point Resources Ltd. ("Cannon Point") with respect to the
acquisition of 100% of the outstanding securities of Cannon
Point.
The transaction will be implemented by way of a statutory plan
of arrangement and is subject to customary closing conditions,
including approval by the securityholders of Cannon Point by at
least 2/3 of the votes cast, court approval and regulatory
approval.
Assuming the timely receipt of such approvals, the transaction
is expected to close in October
2015.
As part of the transaction, Northern Dynasty and Cannon Point
have also entered into definitive agreements with respect to the
$4.25 million secured loan to be
provided by Cannon Point to Northern Dynasty upon execution of the
Agreement. The loan would be repayable after 30 days in the event
that the transaction does not complete due to a Northern Dynasty
breach and 180 days from termination if the transaction does not
complete for any other reason.
Northern Dynasty has also entered into standard lock-up
agreements with certain security holders of Cannon Point, including
with holders of approximately 21% of the outstanding common shares
of Cannon Point to vote in favour of the transaction.
The Agreement provides for, among other things, a
non-solicitation covenant on the part of Cannon Point, subject to
customary "fiduciary out" provisions that entitle Cannon Point to
consider and accept a superior proposal, a right in favour of
Northern Dynasty to match any superior proposal and, in certain
circumstances, the payment of a termination fee.
The transaction is not subject to Northern Dynasty shareholder
approval.
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.
Marchand Snyman
Chief Financial Officer
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. These
statements include expectations about the likelihood of completing
a financing and merger transaction and the ability of the Company
to secure regulatory acceptance for its prospectus and registration
statements. Though 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 filings with the United States
Securities and Exchange Commission.
SOURCE Northern Dynasty Minerals Ltd.