Report of Foreign Issuer (6-k)
October 09 2015 - 5:07PM
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 October, 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 8, 2015 |
By: |
/s/ Ronald W. Thiessen |
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Ronald Thiessen |
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Title: |
President & CEO |
Northern Dynasty to Acquire Mission Gold Ltd.
October 8, 2015 Vancouver, BC Northern Dynasty
Minerals Ltd. (TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company")
announces that it has entered into a binding letter agreement to acquire 100% of
Mission Gold Ltd. (TSXV: MGL) (Mission Gold), whose primary assets are
approximately $9 million in cash and a 100% interest in the Alto Parana titanium
project (which will be sold to a third party on terms acceptable to Northern
Dynasty prior to, and as a condition of, closing of the acquisition). (All
currency values are in Canadian dollars).
The Company will acquire 100% of Mission Gold for approximately
27.8 million Northern Dynasty common shares, subject to adjustment in the event
that Mission Golds working capital is less than an agreed minimum amount. The
transaction is subject to the requisite approvals of the Mission Gold security
holders as well as customary regulatory and judicial approvals. The acquisition
is not expected to be subject to Northern Dynasty shareholder approval. During
the merger process, which will be by conventional statutory plan of arrangement,
Mission Gold has agreed to make a subordinated secured credit facility of $8.4
million available to Northern Dynasty for a period of six months. Northern
Dynasty will appoint a nominee of Mission Gold to the Northern Dynasty board of
directors on closing of the acquisition. The outstanding Mission Gold warrants
will be exchanged for approximately 16.7 million warrants of Northern Dynasty
having a weighted average exercise price of approximately $0.97. The outstanding
Mission Gold stock options will expire in accordance with their existing terms
prior to closing. The acquisition of Mission Gold is subject to completion of
due diligence, TSX and NYSE MKT approvals, other customary closing conditions
and the negotiation of a definitive agreement, which will be filed on SEDAR.com
when executed and is anticipated to occur on or before October 30, 2015. The
securities to be issued pursuant to the transaction have not been registered
under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act),
and may not be offered or sold in the United States absent registration or
applicable exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
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. 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 annual filings with the United States Securities and
Exchange Commission.
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