Report of Foreign Issuer (6-k)
March 07 2016 - 3:23PM
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 February, 2016
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: March 7, 2016 |
By: |
/s/ Robert Dickinson |
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Robert Dickinson |
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Title: |
Chairman |
Northern Dynasty Announces Filing of Preliminary
Base Shelf Prospectus
February 26, 2016 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) (Northern Dynasty or the Company)
announces that that it has filed a preliminary short form base shelf prospectus
(the "Shelf Prospectus") with the securities commissions in the provinces of
British Columbia, Alberta and Ontario, and plans to file a corresponding shelf
registration statement on Form F-3 (the "Registration Statement") with the U.S.
Securities and Exchange Commission (the "SEC").
Once the shelf prospectus is cleared and the shelf registration
statement becomes effective, these filings will, subject to securities
regulatory requirements, allow the Company to make offerings of common shares,
warrants, subscription receipts, units, or any combination of such securities
(all of the foregoing, collectively, the Securities) during the 25-month
period that the Shelf Prospectus is effective. The Securities may be offered
separately or together, in amounts, at prices and on terms to be determined
based on market conditions at the time of sale and set forth in an accompanying
shelf prospectus supplement and, subject to applicable regulations, may include
at-the-market transactions, private placements, public offerings or strategic
investments.
Unless otherwise specified in a prospectus supplement, the net
proceeds from the sale of the Securities will be used for working capital and
general corporate purposes. Each prospectus supplement will contain specific
information concerning the use of proceeds from that sale of Securities. The
specific terms of any future offering will be established in a prospectus
supplement to the Shelf Prospectus, which supplement will be filed with the
applicable Canadian securities regulatory authorities and the SEC.
This news release shall not in any circumstances constitute an
offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of these securities in any jurisdiction in which an offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
applicable securities laws of any such jurisdiction.
A copy of the preliminary short form base shelf prospectus can
be found on SEDAR at 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 U.S. 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. 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. |
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