Report of Foreign Issuer (6-k)
05 October 2015 - 9:10PM
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 September, 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: October 2, 2015 |
By: |
/s/ Ronald W. Thiessen |
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Ronald Thiessen |
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Title: |
President & CEO |
Northern Dynasty signs definitive agreement with Cannon
Point
September 1, 2015 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
announces, further to its press release of August 10, 2015, that it has entered
into a definitive arrangement agreement (the Agreement) with Cannon Point
Resources Ltd. (Cannon Point) with respect to the acquisition of 100% of the
outstanding securities of Cannon Point.
The transaction will be implemented by way of a statutory plan
of arrangement and is subject to customary closing conditions, including
approval by the securityholders of Cannon Point by at least 2/3 of the votes
cast, court approval and regulatory approval.
Assuming the timely receipt of such approvals, the transaction
is expected to close in October 2015.
As part of the transaction, Northern Dynasty and Cannon Point
have also entered into definitive agreements with respect to the $4.25 million
secured loan to be provided by Cannon Point to Northern Dynasty upon execution
of the Agreement. The loan would be repayable after 30 days in the event that
the transaction does not complete due to a Northern Dynasty breach and 180 days
from termination if the transaction does not complete for any other reason.
Northern Dynasty has also entered into standard lock-up
agreements with certain security holders of Cannon Point, including with holders
of approximately 21% of the outstanding common shares of Cannon Point to vote in
favour of the transaction.
The Agreement provides for, among other things, a
non-solicitation covenant on the part of Cannon Point, subject to customary
fiduciary out provisions that entitle Cannon Point to consider and accept a
superior proposal, a right in favour of Northern Dynasty to match any superior
proposal and, in certain circumstances, the payment of a termination fee.
The transaction is not subject to Northern Dynasty shareholder
approval.
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.
Marchand Snyman
Chief Financial Officer
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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