Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 11 2017 - 5:22PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
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Filed Pursuant to Rule 433
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Registration Statement No. 333-215521
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To Prospectus dated January 11, 2017
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Public Offering of Shares
January 11, 2017
The Company (as defined herein) has filed a registration
statement on Form F-10 (including a prospectus) with the United States
Securities and Exchange Commission (SEC) for the offering to which this
communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Company has filed with the SEC
for more complete information about the Company and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the Company or any of the Underwriters participating in the
offering will arrange to send you the prospectus 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, 110 East 59th Street, New York, New York, 10022, telephone: (212)
829-7122; TD Securities Inc. Attention: Symcor, NPM (tel: 289-360-2009, email:
sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5 or TD Securities
(USA) LLC in the U.S. (tel: 212-827-7392), 31 W 52nd Street, New York NY 10019;
or BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of
Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at
905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca or BMO
Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th
Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at
bmoprospectus@bmo.com.
A corresponding pre-effective amendment to the registration
statement on Form F-10 with the SEC and an amended and restated preliminary
short form prospectus containing important information relating to the
securities described in this document has not yet been filed with the securities
regulatory authorities in each of the provinces of Canada, except Québec. A copy
of the preliminary short form prospectus is required to be delivered to any
investor that received this document and expressed an interest in acquiring the
securities.
There will not be any sale or any acceptance of an offer to
buy the securities until a receipt for the final short form prospectus has been
issued.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
preliminary short form prospectus, final short form prospectus and any
amendment, for disclosure of those facts, especially risk factors relating to
the securities offered, before making an investment decision.
Issuer:
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Northern Dynasty Minerals Ltd. (the
Company
)
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Issued Securities:
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13,520,000 common shares of the Company (the
Offered
Shares
and the offering of such Offered Shares, the
Offering
).
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Size of Issue:
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US$25,012,000
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|
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Issue Price:
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US$1.85 per Offered Share (the
Issue Price
)
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Over-Allotment Option:
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The Underwriters will have an option, exercisable in
whole or in part at any time up to 30 days following the Closing Date (as
defined below), to purchase up to an additional 2,028,000 Offered Shares at the
Issue Price on the same terms and conditions as set forth herein.
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Underwriters:
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Cantor Fitzgerald Canada Corporation (
CFCC
), TD
Securities Inc. (
TDSI
) and BMO Nesbitt Burns Inc. (
BMO
,
and together with CFCC and TDSI, the
Lead Underwriters
) shall be
co-bookrunners who shall lead the syndicate of Underwriters in connection
with the Offering, which syndicate will be agreed upon by the Lead
Underwriters and the Company, each acting reasonably. Each of the Lead
Underwriters will be entitled to a syndicate position of not less than 25%
of the Offering.
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Form of Underwriting:
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Bought deal by way of a short form prospectus, subject to
a mutually acceptable underwriting agreement containing the industry
standard Disaster Out, Litigation Out, Financial Out, Regulatory
Out, and Material Adverse Change Out clauses running until the Closing
Date (as defined below).
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Jurisdictions:
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All of the provinces of Canada (other than Quebec) and in
the United States pursuant to the U.S./Canada Multi-Jurisdictional
Disclosure System. The Offered Shares may also be offered in those
jurisdictions outside of Canada and the United States as agreed to by the
Company and the Underwriters provided that no prospectus filing or
comparable obligation arises and the Company does not thereafter become
subject to continuous disclosure obligations in such jurisdictions.
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Underwriters Fees:
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The Company shall pay the Underwriters a commission equal
to 5% of the gross proceeds of the Offering.
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Use of Proceeds:
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Proceeds of the Offering are anticipated to be used for
(i) advancement of the Companys multi-dimensional strategy to address the
pre-emptive regulatory action of the U.S. Environmental Protection Agency
under Section 404 (c) of the Clean Water Act; (ii) to prepare the Pebble
Project for the initiation of federal and state permitting under the U.S.
National Environmental Policy Act; (iii) environmental monitoring,
engineering and environmental studies, field investigations and related
technical studies to finalize a proposed development plan for the Pebble
Project, (iv) enhanced outreach and engagement with political and
regulatory offices in the Alaska state and U.S. federal government and
among Alaska Native partners and broader regional and state-wide
stakeholder groups
,
(v) Alaskan corporate, tenure and site
maintenance, (vi) general corporate purposes, and (vii) working capital
requirements.
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Listing:
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Application will be made to list the Offered Shares on
the TSX and on the NYSE MKT. The existing common shares of the Company are
listed on the TSX under the symbol NDM and the NYSE MKT under the symbol
NAK.
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Eligibility for Investment:
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Eligible under the usual Canadian statutes as well as for
RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
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Closing Date:
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On or about January 26, 2017 or such other date as the
Company and the Underwriters mutually agree (the
Closing Date
).
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Standstill Period:
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The Company shall not issue, negotiate or enter into any
agreement to sell or issue or announce the issue of, any equity securities
of the Company, other than: (i) as contemplated herein; (ii) pursuant to
the grant of options or other securities (including RSUs and DSUs) in the
normal course pursuant to the Companys employee stock option plan or
other equity compensation plans, and the issuance of any common shares
upon the exercise of such options or vesting of such securities, (iii) the
issuance of equity securities pursuant to the exercise or conversion, as
the case may be, of any warrants or other convertible securities of the
Company outstanding on the date hereof; or (iv) the issuance of equity
securities in connection with one or more
bona fide
acquisitions by
the Company, for a period of 90 days following the Closing Date
(
Expiry Date
), without the prior written consent of the Lead
Underwriters on behalf of the Underwriters, such consent not to be
unreasonably withheld.
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Insider Lock-Ups:
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As a condition precedent to the Underwriters obligation
to close the Offering, all directors and senior officers of the Company
shall execute and deliver written undertakings in favour of the
Underwriters agreeing not to sell, transfer, pledge, assign, or otherwise
dispose of any securities of the Company owned, directly or indirectly by
such directors or senior officers, until the Expiry Date, subject to
customary exceptions, without the prior written consent of the
Underwriters, such consent not to be unreasonably withheld.
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An investment in the Offered 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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