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SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U.S. SECURITIES LAWS/
TSXV: CNP
VANCOUVER, Aug. 10, 2015 /CNW/ - Cannon Point Resources
Ltd. ("Cannon Point") is pleased to announce that it has
entered into a binding letter agreement with Northern Dynasty
Minerals Ltd. ("Northern Dynasty") pursuant to which
Northern Dynasty has agreed to acquire (the "Acquisition")
100% of the shares of Cannon Point in consideration for the
issuance of approximately 12.9 million Northern Dynasty common
shares. The Acquisition is expected to be completed by way of
a statutory plan of arrangement and is subject to negotiation and
completion of a definitive agreement, receipt of required
regulatory approvals, including the approval of the TSX Venture
Exchange, standard court approvals, completion by Northern Dynasty
of a concurrent financing of at least $10,000,000, approval by 2/3 of the Cannon Point
shareholders at a meeting, and other customary closing
conditions. Holders of approximately 21% of Cannon Point
Shares have agreed to support the merger transaction. On
closing of the Acquisition, one nominee of Cannon Point will be
appointed to serve on the Northern Dynasty board.
Pursuant to the Acquisition, each common share of Cannon Point
will be exchanged for 0.376 of a Northern Dynasty common share
based on an anticipated price under the concurrent financing of
$0.399 per Northern Dynasty share and
based on an agreed minimum amount of closing working capital to be
held by Cannon Point. All outstanding options and warrants
will be exchanged on the same basis for warrants and options of
Northern Dynasty and will terminate in accordance with their
terms.
Pursuant to the Letter Agreement, Cannon Point has agreed to
make a secured credit facility for $4.25
million available to Northern Dynasty concurrently with
signing of the Definitive Agreement expected within 15 business
days. The amounts borrowed will bear interest at 15% per
annum and is repayable on demand after 30 days from termination if
the Definitive Agreement is terminated due to a breach by Northern
Dynasty and after 180 days from termination if the merger does not
complete for any other reason.
The Acquisition is expected to close within 120 days.
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 Northern Dynasty's website at www.northerndynasty.com
or contact Northern Dynasty's Investor services at (604) 684-6365
or within North America at
1-800-667-2114. Review Northern Dynasty's Canadian
public filings at www.sedar.com and U.S. public filings at
www.sec.gov.
ON BEHALF OF THE BOARD OF DIRECTORS
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"David
Farrell"
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Per:
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David
Farrell
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President &
Director
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS NEWS RELEASE
This news release contains certain forward-looking
information and statements within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "might", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify forward-looking information
and/or statements. Forward-looking statements and/or
information are based on a number of material factors, expectations
and/or assumptions of Cannon Point which have been used to develop
such statements and/or information but which may prove to be
incorrect. Although Cannon Point believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements as Cannon Point can give no assurance
that such expectations will prove to be correct. In addition
to other factors and assumptions which may be identified herein,
assumptions have been made regarding, among other things: that the
Acquisition will be effected as currently proposed, and that all
requisite shareholder, regulatory and third party consents will be
obtained in connection therewith in form and substance acceptable
to Cannon Point and Northern Dynasty; the anticipated timing of the
Acquisition and the expected benefits of the Acquisition; that
Northern Dynasty will continue to conduct its operations in a
manner consistent with past operations; Northern Dynasty's future
plans; availability of financing and/or cash flow to fund current
and future plans and expenditures; the general stability of
applicable economic and political environments; the general
continuance of current industry conditions and the timely receipt
of any required regulatory approvals. The forward-looking
information and statements included in this news release are not
guarantees of future performance and should not be unduly relied
upon. Such information and/or statements, including the
assumptions made in respect thereof, involve known and unknown
risks, uncertainties and other factors that may cause actual
results and/or events to differ materially from those anticipated
in such forward-looking information and/or statements including,
without limitation: risks associated with the failure to complete
the Acquisition as currently proposed or at all; risks associated
with the uncertainty of exploration results and estimates,
exploration risk, the uncertainty of obtaining all applicable
regulatory and/or shareholder approvals. Furthermore, the
forward-looking statements contained in this news release are made
as at the date of this news release and Cannon Point does not
undertake any obligations to publicly update and/or revise any of
the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws.
United States Advisory
The securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), have been offered and sold outside the United States to eligible investors
pursuant to Regulation S promulgated under the U.S. Securities Act,
and may not be offered, sold, or resold in the United States or to, or for the account of
or benefit of, a U.S. Person (as such term is defined in Regulation
S under the United States Securities Act) unless the securities are
registered under the U.S. Securities Act, or an exemption from the
registration requirements of the U.S. Securities Act is available.
Hedging transactions involving the securities must not be conducted
unless in accordance with the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in the state in the United
States in which such offer, solicitation or sale would be
unlawful.
SOURCE Cannon Point Resources Ltd.