Report of Foreign Issuer (6-k)
November 12 2015 - 6:02AM
Edgar (US Regulatory)
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 NOVEMBER, 2015
Commission File Number: 001-32210
Northern Dynasty Minerals Ltd.
(Translation of registrant's name into English)
15th Floor - 1040 W. Georgia St., Vancouver, BC, V6E 4H8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ x ] Form 40-F
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
Exhibits
SIGNATURES
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.
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Northern Dynasty Minerals Ltd. |
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(Registrant) |
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Date: November 10, 2015 |
By: |
/s/ Ronald Thiessen |
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Ronald Thiessen |
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Title: |
President & CEO |
Northern Dynasty Completes Prospectus to Clear Special
Warrants
November 9, 2015 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
reports that further to the Companys news releases of August 31, 2015 and
September 10, 2015 announcing the completion of two tranches of fundraising,
resulting in the sale of a total of 37,600,000 special warrants to raise of
$15,002,400, the Company has now received a receipt from the relevant Canadian
securities regulators for the final short form prospectus qualifying the
distribution of the 37,600,000 common shares (the "Common Shares") of the
Company issuable upon exercise of the special warrants. A copy of prospectus can
be downloaded from www.sedar.com. Accordingly, these Common Shares when
issued in accordance with the terms and conditions of the special warrant
certificates will not be subject to resale restrictions in Canada. All special
warrants will be automatically exercised at 4:00 p.m. on November 13, 2015 and
such holders will automatically receive the underlying Common Shares without any
further action on their part.
The issuance of the Common Shares by the Company has not been
registered under the United States Securities Act of 1933, as amended (the U.S.
Securities Act) and such Common Shares will be issued pursuant to available
exemptions from registration. The Company has filed a registration statement
under the U.S. Securities Act to register the resale of Common Shares to be
issued to certain U.S. holders of the special warrants. The registration
statement has not yet been declared effected by the United States Securities and
Exchange Commission.
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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