VANCOUVER, Jan. 15, 2019 /PRNewswire/ - Northern
Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern
Dynasty" or the "Company") announces that it has filed a
preliminary short form base shelf prospectus with the securities
commissions in each of the provinces of Canada, other than
Quebec, and a corresponding shelf
registration statement on Form F-10 with the U.S. Securities and
Exchange Commission (the "SEC") under the U.S./Canada
Multijurisdictional Disclosure System.
The base shelf prospectus and corresponding shelf registration
statement, when made final or effective, will allow Northern
Dynasty to offer up to US$50,000,000 of common shares,
warrants, subscription receipts and units, or any combination
thereof, from time to time over a 25-month period. The specific
terms of any offering of securities will be set forth in a shelf
prospectus supplement. The Company filed this base shelf prospectus
to maintain financial flexibility but has no immediate intentions
to undertake an offering. It remains our goal to re-partner the
Pebble Project.
The Company anticipates that it will file two Prospectus
Supplements in connection with its recently completed private
placement of Special Warrants for total aggregate offering proceeds
of approximately C$8.4 million
(US$6.3 million), as announced in its
press releases of December 21, 2018
and December 28, 2018. The initial
Prospectus Supplement will be filed to qualify the common shares
(the "Common Shares") to be issued upon conversion of the Special
Warrants on a one-for-one basis and without payment of any
additional consideration. The Special Warrants will convert
on the date that is six days following the filing of this initial
Prospectus Supplement. The second Prospectus Supplement will
be a U.S. focused Prospectus Supplement that will register the
resales of the Common Shares issued to the U.S. Special Warrant
investors in the United
States.
The shelf registration statement filed today with the SEC has
not yet become effective. No securities may be sold, nor may offers
to buy be accepted, prior to the time the registration statement
becomes effective. Before purchasing the securities of the
Company that may be offered by way of any prospectus supplement,
you should read the base prospectus in the registration statement,
together with the applicable prospectus supplement, and other
documents the issuer has filed with the SEC for more complete
information about the Company and the offering. This news release
shall not constitute an offer to sell or a solicitation of an offer
to buy, nor shall there be any sale of these securities in any
jurisdiction in which an offer, solicitation or sale would be
unlawful prior to registration or qualifications under the
securities laws of any such jurisdiction.
A copy of the preliminary short form base shelf prospectus can
be found on SEDAR at www.sedar.com and on EDGAR
at www.sec.gov or may be obtained upon request from
Northern Dynasty's Investor Relations Department, Suite 1500, 1040
West Georgia St., Vancouver, British
Columbia, Canada V6E 4H1 or
to info@northerndynasty.com.
About Northern Dynasty
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 US
subsidiary Pebble Limited 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.
For further details on Northern Dynasty and the Pebble Project,
please visit the Company's website at
www.northerndynastyminerals.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 US 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, that address the
qualification of the Special Warrants and, filing of the base shelf
prospectus that the Company plans are forward-looking statements.
Although the Company believes the expectations expressed in its
forward-looking statements are based on reasonable assumptions,
such statements should not be in any way construed as guarantees of
the Company's future performance. In addition, any statements made
by the Company, other than statements of historical facts, that
address events or developments that the Company expects in relation
to the Pebble Project are forward-looking statements. Although the
Company believes the expectations expressed in its forward-looking
statements are based on reasonable assumptions, such statements
should not be in any way construed as guarantees. For more
information on the Company, Investors should review the Company's
filings with the United States Securities and Exchange Commission
and its home jurisdiction filings that are available at
www.sedar.com.
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SOURCE Northern Dynasty Minerals Ltd.