VANCOUVER, March 12, 2019 /PRNewswire/ - Northern
Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern
Dynasty" or the "Company") announces that it has entered
into an agreement dated March 12,
2019 with Cantor Fitzgerald Canada Corporation, as lead
underwriter and sole bookrunner, on behalf of itself and a
syndicate of underwriters including BMO Capital Markets, H.C.
Wainwright & Co., LLC. and TD Securities Inc. (collectively,
the "Underwriters") to purchase, on a bought deal basis,
15,625,000 common shares of the Company (the "Offered
Shares") at the price of US$0.64 per Offered Share (the "Issue
Price") for aggregate gross proceeds of US$10.0 million (the
"Offering").
In addition, the Company 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 2,343,750 Offered
Shares at the Issue Price for a period of up to 30 days after the
closing of the Offering for potential additional gross proceeds to
the Company of up to US$1.5 million. The Company has agreed to
pay the Underwriters a cash commission equal to 6% of the gross
proceeds of the Offering, including proceeds received from the
exercise of the Over-Allotment Option.
The Offering is expected to close on or about March 18, 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. Proceeds of the Offering are
anticipated to be used for (i) operational expenditures, including
engineering, environmental, permitting and evaluation expenses
associated with the Pebble Project and the advancement of
completion of the United States Army Corps of Engineers
Environmental Impact Study, (ii) enhanced outreach and engagement
with political and regulatory offices in the Alaska state and U.S. federal government,
Alaska Native partners and broader regional and state-wide
stakeholder groups, and (iii) for general corporate purposes.
It remains the Company's goal to partner the Pebble
Project.
The Offering will be 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) is 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.
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, Pebble Limited Partnership ("PLP"), is a 100%
interest in a contiguous block of 2,402 mineral claims in southwest
Alaska, including the Pebble
deposit. PLP 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 by the United States
Army Corps of Engineers of the Environmental Impact Study, 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
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.