Mr. Ronald Thiessen reports
NORTHERN DYNASTY ANNOUNCES $8.75 MILION OFFERING
Further to its previously announced overnight marketed public offering of common shares, Northern Dynasty Minerals Ltd. has entered into an underwriting agreement with a syndicate of underwriters led by Cantor Fitzgerald Canada Corp. (CFCC), as sole bookrunner, and including BMO Nesbitt Burns Inc., H.C. Wainwright & Co. LLC and TD Securities Inc., to sell 12.5 million offered shares at a price to the public of 70 cents per offered share for gross proceeds of $8.75-million. The company has granted to the underwriters an option, exercisable in whole or in part, in the sole discretion of the underwriters, for a period of 30 days from and including the closing of the offering, to purchase up to an additional 1,875,000 offered shares at the offering price. If the overallotment option is exercised in full, the total gross proceeds to the company will be approximately $10.1-million.
The company will 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 offered shares are being offered by way of a short form prospectus in all provinces in Canada, except Quebec, and will be offered in the United States pursuant to a prospectus filed as part of a registration statement under the Canada/U.S. multijurisdictional disclosure system. A registration statement on Form F-10 relating to the offered shares has been filed with the United States Securities and Exchange Commission but has not yet become effective. The offered shares may not be sold nor may offers to buy be accepted in the United States prior to the time the registration statement becomes effective.
The offering is expected to close on or about May 12, 2020, and will be 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 (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble project; (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 statewide stakeholder groups; and (iii) for general corporate purposes.
In addition to the offering, Northern Dynasty is proposing to undertake a non-brokered private placement of common shares of the company at the same price as the common shares are sold in the offering, for gross proceeds to the company of up to $7.0-million. No commission or finder's fee will be 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 the 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.
The preliminary short form prospectus is available on SEDAR. The registration statement on Form F-10, including the U.S. form of the preliminary short form prospectus, is available on EDGAR. Alternatively, a written prospectus relating to the offering may be obtained upon request by contacting the company or Cantor Fitzgerald Canada Corp. in Canada.
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada.
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.