Appointment of Agent for Service of Process and Undertaking (f-x)
January 11 2017 - 3:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND
UNDERTAKING
A.
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Name of issuer or person filing
(Filer):
NORTHERN DYNASTY MINERALS LTD.
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B.
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(1)
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This is [check one]:
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[X]
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an original filing for the Filer.
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[ ]
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an amended filing for the Filer.
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(2)
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Check the following box if you are filing the
Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9) [
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C.
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Identify the filing in conjunction
with which this Form is being filed:
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Name of registrant:
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Northern Dynasty Minerals Ltd.
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Form type:
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Form F-10 Registration Statement
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File Number (if known):
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333-215521
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Filed by:
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Northern Dynasty Minerals Ltd.
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Date Filed (if filed concurrently, so
indicate):
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January 11 2017
(concurrent
herewith)
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D.
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The Filer is incorporated or
organized under the laws of
British Columbia, Canada
and has
its principal place of business at:
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15th Floor, 1040 West Georgia Street
Vancouver,
British Columbia
Canada V6E 4H1
Tel: (604)684-6365
E.
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The Filer designates and appoints:
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Pebble East Claims Corporation
3201 C Street,
Suite 404
Anchorage, Alaska, USA 99503
Tel: 1-877-450-2600
as the agent (the Agent) of the Filer
upon whom may be served any process, pleadings, subpoenas, or other papers in:
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(a)
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any investigation or administrative proceeding conducted
by the Commission; and
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(b)
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any civil suit or action brought against the Filer or to
which the Filer has been joined as defendant or respondent, in any
appropriate court in any place subject to the jurisdiction of any State or
of the United States or of any of its territories or possessions or of the
District of Columbia, where the investigation, proceeding or cause of
action arises out of or relates to or concerns (i) any offering made or
purported to be made in connection with the securities registered or
qualified by the Filer on Form F-10 on the date hereof or any purchases or
sales of any security in connection therewith; (ii) the securities in
relation to which the obligation to file an annual report on Form 40-F
arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which
filings are made by the Filer with the Commission on Schedule 13E-4F,
14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer
acts as a Trustee pursuant to an exemption under Rule 10a-5 under the
Trust Indenture Act of 1939. The Filer stipulates and agrees that any such
civil suit or action or administrative proceeding may be commenced by the
service of process upon, and that the service of an administrative
subpoena shall be effected by service upon such Agent for service of process, and that service as
aforesaid shall be taken and held in all courts and administrative tribunals to
be valid and binding as if personal service thereof had been made.
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F.
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The Filer stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service
on behalf of the Filer at any time until six years have elapsed from the
date the issuer of the securities to which such Forms and Schedules relate
has ceased reporting under the Exchange Act.
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The Filer further undertakes to advise the Commission
promptly of any change to the Agents name or address during the
applicable period by amendment of this Form, referencing the file number
of the relevant form in conjunction with which the amendment is being
filed.
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G.
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The Filer undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the Form F-10; the securities to which the
Form F-10 relates; and the transactions in such
securities.
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The Filer certifies that it has duly caused this power of
attorney, consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, Province of
British Columbia, Country of Canada this 11
th
day of January, 2017.
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NORTHERN DYNASTY MINERALS LTD.
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By:
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/s/ Marchand Snyman
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Name:
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Marchand Snyman
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Title:
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Chief Financial Officer
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This statement has been signed by the following persons in the
capacities and on the date indicated.
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PEBBLE EAST CLAIMS CORPORATION
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By:
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/s/ Ronald Thiessen
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Name:
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Ronald Thiessen
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Title:
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Director
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Date:
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January 11 2017
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