VANCOUVER, Aug. 9, 2019 /CNW/ - Northern Dynasty Minerals
Ltd. (TSX: NDM; NYSE American: NAK) ("Northern Dynasty" or
the "Company") announces that it has increased the size of
its previously announced bought deal offering to 13,333,334
common shares of the Company (the "Offered Shares") at the
price of US$0.75 per Offered Share
(the "Issue Price") for aggregate gross proceeds of
approximately US$10 Million (the
"Offering"). The Offering will be completed pursuant to an
agreement entered into among the Company and Cantor Fitzgerald
Canada Corporation, as lead underwriter and sole bookrunner, on
behalf of itself and a syndicate of underwriters including BMO
Nesbitt Burns Inc., H.C. Wainwright & Co., LLC. and TD
Securities Inc. (collectively, the "Underwriters"). The
Company has also increased the size of its concurrent private
placement to US$2.15 million.
In addition, Northern Dynasty has agreed to grant to the
Underwriters an over-allotment option (the "Over-Allotment
Option") exercisable, in whole or in part, in the sole
discretion of the Underwriters to purchase up to an additional
2,000,000 Offered Shares at the Issue Price for a period of up to
30 days after the closing of the Offering for potential gross
proceeds to the Company of up to approximately US$11.5 million.
The Company has agreed to pay the Underwriters a cash commission
equal to 6.0% of the gross proceeds of the Offering, including
proceeds received from the exercise of the Over-Allotment Option,
at the closing of the Offering.
The Offering is expected to close on or about August 14, 2019 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto Stock
Exchange and the NYSE American. Anticipated uses of the
proceeds of the Offering are (i) operational expenditures,
including engineering, environmental, permitting and evaluation
expenses associated with the Pebble Project and advancement of the
U.S. Army Corps of Engineers Environmental Impact Statement
("EIS"); (ii) ongoing outreach and engagement with political
and regulatory offices in the Alaska state and U.S. federal governments,
Alaska Native partners and broader regional and state-wide
stakeholder groups; and (iii) general corporate purposes.
The financing will enable the Company to continue the 2019 field
program currently being advanced by its 100%-owned US subsidiary
Pebble Limited Partnership ("Pebble Partnership") in
Alaska, and other work necessary
to support timely completion of the EIS permitting process for the
Pebble Project in 2020. Meanwhile, Northern Dynasty remains in
discussion with potential partners to secure long-term funding to
finalize permitting and initiate project development.
The Offering is being made by way of a prospectus supplement
(the "Prospectus Supplement") to the Company's existing
Canadian base shelf prospectus (the "Base Shelf Prospectus")
and related U.S. registration statement on Form F-10 (SEC File No.
333-229262) (the "Registration Statement"). The U.S.
form of Base Shelf Prospectus is included in the Registration
Statement. The Prospectus Supplement has been filed with the
securities commissions in each of the provinces of Canada (other than Québec) and the United
States Securities and Exchange Commission (the "SEC").
The Canadian Prospectus Supplement (together with the related
Canadian Base Shelf Prospectus) will be available on SEDAR at
www.sedar.com. The United States Prospectus Supplement (together
with U.S. Base Shelf Prospectus and the Registration Statement)
will be available on the SEC's website at www.sec.gov.
Alternatively, the Prospectus Supplement may be obtained, when
available, upon request by contacting the Company or Cantor
Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181
University Avenue, Suite 1500, Toronto,
ON, M5H 3M7, email: ecmcanada@cantor.com; Cantor Fitzgerald
& Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th
Floor, New York, New York, 10022
or by email at prospectus@cantor.com.
In addition to the Offering, Northern Dynasty is proposing to
undertake a non-brokered private placement to investors outside of
the United States of up to
2,866,665 common shares of the Company at the Issue Price for gross
proceeds to the Company of up to US$2.15
million (the "Concurrent Private Placement").
No commission or finder's fee is payable to the Underwriters in
connection with the Concurrent Private Placement. Common shares
issued pursuant to the Concurrent Private Placement will be subject
to applicable resale restrictions, including a four month hold
period under Canadian securities legislation. Closing of the
Concurrent Private Placement is subject to the approval of the TSX
and the NYSE American. Closing of Offering is not conditional upon
the closing of the Concurrent Private Placement and closing of the
Concurrent Private Placement is not conditional on the closing of
the Offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The securities being offered have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon
by the accuracy or adequacy of the Prospectus Supplement, the Base
Shelf 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, owned through its
wholly owned, Alaska-based U.S.
subsidiary, the Pebble Partnership, is a 100% interest in a
contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit.
The Pebble Partnership is the proponent of the Pebble Project, 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 news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation, and
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995
(collectively referred to as "forward-looking information"). The
use of any of the words "expect", "plan", "update" and similar
expressions are intended to identify forward-looking information or
statements. These statements include expectations about the
likelihood of completion of the Offering, the amount of funds to be
raised, the use of proceeds of the Offering, the anticipated
closing date of the Offering, the finalization of the Environmental
Impact Study by the U.S. Army Corps of Engineers, the ability of
the Company to proceed with permit applications for the development
of the Pebble Project, the ability of the Company to obtain the
necessary federal and state permits for the development of the
Pebble Project and the ability of the Company to secure the
required Canadian and US regulatory and stock exchange acceptances
for the Offering. 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.
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SOURCE Northern Dynasty Minerals Ltd.
