Northern Dynasty Announces Special Warrant Private Placement – Payment of EPA Litigation Costs
Northern Dynasty Announces Special Warrant Private Placement – Payment of EPA Litigation Costs
December 11, 201 8 Vancouver, BC – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK)
("Northern Dynasty" or the "Company") reports that it intends to privately place with certain accredited
investors up to approximately 11.3 million Special Warrants priced at C$0.83 (US$0.62) per Special Warrant
to raise approximately C$8.4 million ( US$7.0 million). The Special Warrants will convert up on exercise into
common shares (the “Common Shares”) on a one-for-one basis. The proceeds of the Offering will largely be
used in payment of a success fee that was accrued in connection with the 2017 settlement of the Company’s
legal proceedings against the United States Environmental Protection Agency, which is due to the Company’s
legal counsel by year end.
The Special Warrants will convert upon exercise into the Common Shares without payment of any additional
consideration. The Company will agree to file a prospectus in certain Canadian provinces to qualify the
conversion of the Special Warrants (the “Canadian Prospectus”). The Special Warrants will convert
automatically on (i) the date that is the later of six days following the issuance of a final receipt for the
Canadian Prospectus, and (ii) the date that is 120 days from the date of closing. The Company will also agree,
at the request of any U.S. investors, to file and clear a registration statement in the United States to qualify
the resale of Common Shares by U.S. investors (the “SEC Registration Statement”). The Company shall use
commercially reasonable best efforts to clear the SEC Registration Statement within 90 days from the Closing
Date and maintain the US registration statement effective for up to two years. There are no share bump-up
or other penalties if clearance of the Canadian Prospectus or SEC Registration Statement is delayed for any
reason.
Completion of the non -brokered financing is subject to TSX and NYSE American approvals and customary
closing conditions. The offering is expected to close on December 20, 2018. Pricing was determined with
reference to the five-day volume weighted trading price on TSX for the five days ended December 10, 2018.
Northern Dynasty, through the Pebble Limited Partnership, is currently advancing the Pebble Project through
the Environmental Impact Statement (“EIS”) permitting process and notes that the U.S. Army Corps of
Engineers have published an estimated January 2019 release date for the draft EIS on their Pebble Project
EIS website. The Company remains committed to its goals of repositioning and re -partnering the Pebble
Project.
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, nor will they be, registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such securities may only be offered
or sold within the United States pursuant to applicable 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 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 Partnersh ip 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 Warrant
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 way 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 an d 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 a s general economic and business conditions. The National Environmental Policy Act EIS process
requires a comprehensive “alternatives assessment” be undertaken to consider a broad ra nge of development
alternatives. Accordingly, 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 select ed 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 tha t are available at www.sedar.com.