VANCOUVER, June 10, 2016 /CNW/ - Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the
"Company") reports that it has closed its previously announced
prospectus offerings of 38,000,000 units of the Company at a price
of C$0.45 per unit (the "Offering")
which includes 4,666,667 units issued pursuant to the full exercise
of an over-allotment option granted to the agents, for gross
proceeds to the Company of $17,100,000.
Each Unit consists of one common share (a "Share") and one
common share purchase warrant (a "Warrant"). Each Warrant
will be exercisable into one common share (a "Warrant Share") at an
exercise price of $0.65 per Warrant
Share for a period of five (5) years from the closing of the
Offering.
The offering of 35,777,778 Units was conducted by a syndicate of
agents, led by Global Securities Corporation and including
Industrial Alliance Securities Inc. The balance of 2,222,222 Units
were sold directly to United
States "accredited investors" by the Company.
The Warrants will be listed for trading today on the TSX under
the symbol NDM.WT.B-T.
The net proceeds of the Offering will be used to fund the
Company's multi-dimensional strategy to address the United States
Environment Protection Agency's proposed pre-emptive regulatory
action under the United States Clean Water Act and to prepare the
Pebble Project to initiate federal and state permitting under the
United States National Environmental Policy Act, costs to keep the
Pebble project in good standing, costs to advance a potential
partner(s) transaction and for working capital and general
corporate purposes.
In Canada, the Offering was
qualified by the Company's short form base shelf prospectus dated
March 7, 2016 and the Company's
prospectus supplement dated May 26,
2016, as filed by the Company with the Canadian securities
regulatory authorities in the Provinces of British Columbia, Alberta and Ontario
The Units were offered in the United
States pursuant to a base shelf prospectus contained in the
Company's registration statement on Form F-3 (the "Registration
Statement") filed by the Company with the United States Securities
and Exchange Commission (the "Commission") under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"). The Registration Statement was declared effective by
the Commission on March 30,
2016. On March 31, 2016, the
Company filed with the Commission pursuant to Rule 424(b) under the
U.S. Securities Act the base prospectus related to the Registration
Statement (the "U.S. Base Prospectus"). On May 26, 2016, the Company filed with the
Commission pursuant to Rule 424(b) under the U.S. Securities Act a
prospectus supplement relating to the Shares and Warrants (together
with the U.S. Base Prospectus, the "U.S. Prospectus").
Sales of Units to persons outside of the United States were neither effected
pursuant to the U.S. Prospectus nor qualified by the Registration
Statement. Accordingly, as provided for in the Warrant
Indenture governing the Warrants, any Warrants (the "Regulation S
Warrants") forming part of the Units originally sold to persons
outside the United States may not
be exercised by or for the account or benefit of a U.S. person (as
defined in Rule 902(k) of Regulation S under the U.S. Securities
Act) or a person in the United
States absent an exemption from applicable U.S. federal and
state registration requirements. Therefore, should any such
Regulation S Warrants be subsequently purchased by a U.S. person or
a person in the United States and
subsequently exercised pursuant to a registration exemption, the
resulting Warrant Shares will be "restricted securities" (as
defined in Rule 144(a)(3) under the U.S. Securities Act) and will
be subject to resale restrictions under applicable U.S. securities
laws. The resale safe harbor provided by Rule 904 of
Regulation S under the U.S. Securities Act, if available, will
facilitate the resale over the TSX of any Warrant Shares issued as
restricted securities.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any of the securities,
nor shall there be any sale of the securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any state or jurisdiction. The securities being
offered have not been approved or disapproved by any regulatory
authority, nor has any such authority passed upon the accuracy or
adequacy of the U.S. Prospectus or the Registration Statement.
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.
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 permitting it to offer securities to the public are
forward-looking statements. These statements include expectations
about the likelihood of completing the financings, the amount of
funds to be raised, the use of proceeds of the financings and the
ability of the Company to secure required Canadian and US
regulatory acceptances. 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 at
www.sec.gov.
SOURCE Northern Dynasty Minerals Ltd.