Mr. Ronald Thiessen reports
NORTHERN DYNASTY INCREASES PREVIOUSLY ANNOUNCED BOUGHT DEAL TO US$30.7 MILLION
Northern Dynasty Minerals Ltd. has increased the size of its previously announced bought deal offering to 21 million common shares of the company at the price of $1.46 (U.S.) per offered share for aggregate gross proceeds of approximately $30.7-million (U.S.). The offering will be completed pursuant to an agreement entered into among the company and Cantor Fitzgerald Canada Corp., as lead underwriter and sole book runner on behalf of itself and a syndicate of underwriters.
In addition, Northern Dynasty has agreed to grant to the underwriters an overallotment option exercisable, in whole or in part, in the sole discretion of the underwriters, to purchase up to an additional 3.15 million offered shares at the issue price for a period of up to 30 days after the closing of the offering for potential gross proceeds to the company of up to approximately $4.6-million (U.S.).
The company has agreed to pay the underwriters a cash commission equal to 5.0 per cent of the gross proceeds of the offering, including proceeds received from the exercise of the overallotment option, at the closing of the offering.
The offering is expected to close on or about July 15, 2020, 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. Anticipated uses of the proceeds of the offering are to finance activities in connection with the advancement of the development of the Pebble project, including (i) continuing work with Alaska and federal regulatory agencies, (ii) maintaining an active corporate presence in Alaska by continuing to build relationships with both federal and Alaska state governments and agencies and native corporations and communities, (iii) commencement of the Alaska state permitting process, (iv) maintenance of the Pebble claims in good standing, (v) continuing discussions and possible negotiations to secure a potential project partner or partners, and (vi) general corporate purposes.
The offering will be made by way of a prospectus supplement to the company's existing Canadian base shelf prospectus and related U.S. registration statement on Form F-10 (SEC File No. 333-238933). 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 Quebec) and the United States Securities and Exchange Commission. The Canadian prospectus supplement (together with the related Canadian base shelf prospectus) is available on SEDAR. The United States prospectus supplement (together with U.S. base shelf prospectus and the registration statement) is available on the SEC's website. Alternatively, the prospectus supplement may be obtained, when available, upon request by contacting the company or Cantor Fitzgerald Canada Corp. in Canada, attention: Equity Capital Markets, 181 University Ave., Suite 1500, Toronto, Ont., M5H 3M7, e-mail: firstname.lastname@example.org; Cantor Fitzgerald & Co., attention: Equity Capital Markets, 499 Park Ave., sixth floor, New York, N.Y., 10022, or by e-mail at email@example.com.
In addition to the offering, Northern Dynasty is proposing to undertake a non-brokered private placement to investors outside of the United States of up to 5,136,986 common shares of the company at the issue price for gross proceeds to the company of up to $7.5-million (U.S.). No commission or finder's fee is payable to the underwriters in connection with the concurrent private placement. Common shares issued pursuant to the concurrent private placement will be subject to applicable resale restrictions, including a four-month hold period under Canadian securities legislation. Closing of the concurrent private placement is subject to the approval of the TSX and the NYSE American. Closing of offering is not conditional upon the closing of the concurrent private placement and closing of the concurrent private placement is not conditional on the closing of the offering.
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada.
We seek Safe Harbor.
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