Northern Dynasty Announces Closing of First Tranche of Special Warrant Private Placement
Northern Dynasty Announces Closing of First Tranche of Special Warrant Private Placement
December 21, 2018 Vancouver, BC – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK)
("Northern Dynasty" or the "Company") reports that, further to its press release of December 11, 2018, it has
completed a first tranche closing of the fundraising through a private placement of 8,908,322 Special
Warrants at a price of C$0. 83 (US$0.62) per Special Warrant, for gross proceeds of approximately C$7.4
million (US$5.6 million). The Company expects to close the second tranche of 2,382,000 Special Warrants
imminently, for total aggregate offering proceeds of approximately C$9.4 million (US$7 million).
The Special Warrants will convert upon exercise into common shares (the “Common Shares”) on a one-for-
one basis and without payment of any additional consideration. The Company has agreed to file a prospectus
in certain Canadian provinces to qualify the conversion of the Special Warrants (the “Canadian Prospectus”).
The Company has also entered into registration rights agreements with the U.S. holders of 4,109,068 Special
Warrants.
This press release does not constitute an offer of securities for sale in the United States. Neither the issuance
of the Special Warrants nor the Common Shares have been registered under the United States Securities Act
of 1933, as amended (the “U.S. Secu rities Act”), and, unless any of such securities are registered, such
securities may only be offered or sold within the United States pursuant to applic able exemptions from the
registration requirements of the U.S. Securities Act and applicable state securities laws.
About Northern Dynasty
Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern
Dynasty's pri ncipal 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
US Media Contact:
Dan Gagnier
Gagnier Communications
(646) 569-5897
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 offering of Special Warrants, closing of the financing and the use of proceeds of
the offering that the Company expects 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 ultimate completion of the Special W arrant offering or the amount of proceeds raised 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, including any potential re-partnering, 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 wa y construed as guarantees. Assumptions used by the Company to develop
forward-looking statements include the following: the Pebble Project will obtain all required environmental and other permits and
all land use and other licenses, studies and development of the Pebble Project will continue to be positive, and no geological or
technical problems will occur. The likelihood of future mining at the Pebble Project is subject to a large number of risks as detailed in
its public filings. The need for compliance with extensive environmental and socio-economic rules and practices and the requirement
for the Company to obtain government permitting can cause a delay or even abandonment of a mineral project. The Company is also
subject to the specific risks inherent in the mining business as well as general economic and business conditions. The National
Environmental Policy Act EIS process requires a comprehensive “alternatives assessment” be undertaken to consider a broad range
of development alternatives. According ly, the final project design and operating parameters for the Pebble Project and associated
infrastructure may vary significantly from that currently being advanced. As a result, the Company will continue to consider various
development options and no final project design has been selected at this time.
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.