Report of Foreign Issuer (6-k)
06 January 2015 - 10:01PM
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 December 29, 2014
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.
[ x ] Form 20-F [ ] 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: January 5, 2015 |
By: |
/s/ Ronald Thiessen |
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Ronald Thiessen |
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Title: |
President & CEO |
Northern Dynasty to complete C$15.5 million financing
December 29, 2014 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
reports that it expects to privately place with certain accredited investors and
management of the Company, approximately 36 million Special Warrants priced at
C$0.431 per Special Warrant to raise approximately C$15.5 million. The Special
Warrants will convert on exercise into common shares (the Common Shares) on a
one-for-one basis. Insiders of the Company will subscribe for approximately 9
million Special Warrants.
The Special Warrants will convert upon exercise into Common
Shares, subject to certain restrictions, without payment of any additional
consideration. The Company will agree to file a prospectus in certain Canadian
provinces to qualify the conversion of the Special Warrants and a registration
statement in the United States to qualify the resale of Common Shares by U.S.
investors (together, the Resale Filings). The Company shall use reasonable
best efforts to clear the Resale Filings within 90 days from the Closing Date
and has agreed to maintain the U.S. registration statement effective for a
longer period. There are no share bump-up or other penalties if clearance of the
Resale Filings is delayed for any reason. Details of the Special Warrant terms
will be contained in the Resale Filings along with a general update of
disclosure about Northern Dynasty.
Completion of the non-brokered financing is subject to
execution of definitive subscription agreements, TSX and NYSE MKT approvals and
customary closing conditions. The offering is expected to close on December 30,
2014. Pricing was determined based on the five-day volume weighted trading price
on TSX for the week ended December 19, 2014. A news release will detail the
final figures when the offering is fully closed. This press release does not
constitute an offer of securities for sale in the United States. Neither the
issuance of the Special Warrants nor the Common Shares have been, registered
under the United States Securities Act of 1933, as amended (the U.S. Securities
Act), and unless any of such securities are registered, they may only be
offered or sold within the United States pursuant to applicable exemptions from
the registration requirements of the U.S. Securities Act and applicable state
securities laws.
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. 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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