Northern Dynasty Announces US$25 Million Bought Deal and up to US$7.5 Million Concurrent Private Placement
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NORTHERN DYNASTY ANNOUNCES US$25 MILLION BOUGHT DEAL
AND UP TO US$7.5 MILLION CONCURRENT PRIVATE PLACEMENT
July 9, 2020, Vancouver, BC – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (“Northern
Dynasty” or the “Company”) announces that the Company has entered into an agreement dated July 9, 2020
with Cantor Fitzgerald Canada Corporation, as lead underwriter and sole book-runner on behalf of itself and
a syndicate of underwriters (collectively, the “ Underwriters”), to purchase, on a bought deal basis,
17,125,000 common shares of the Company (the “Offered Shares”) at the price of US$1.46 per Offered Share
(the “Issue Price”) for aggregate gross proceeds of approximately US$25 million (the “Offering”).
In addition, Northern Dynasty has agreed to grant to the Underwriters an over-allotment option (the “Over-
Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase up
to an additional 2,568,750 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 US$3.75 million.
The Company has agreed to pay the Underwriters a cash commission equal to 5.0% of the gross proceeds of
the Offering, including proceeds received from the exercise of the Over -Allotment 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 fund activities in connection
with the advancement of the development of the Pebble Project, including (i) ongoing work with Alaska and
federal regulatory agencies , (ii) maintaining an active corporate presence in Alaska by continuing to bu ild
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) ongoing discussion s and possible negotiations to secure a p otential project
partner or partners, and (vi) general corporate purposes.
The Offering will be made by way of a prospectus supplement (the “ Prospectus Supplement ”) to the
Company’s existing Canadian base shelf prospectus (the “ Base Shelf Prospectus ”) and related U.S.
registration statement on Fo rm F-10 (SEC File No. 333 -238933) (the “ Registration Statement”). 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 Québec) and the
United States Securities and Exchange Commission (the “ SEC”). The Canadian Prospectus Supplement
(together with the related Canadian Base Shelf Prospectus) will be available on SEDAR at www.sedar.com.
The United States Prospectus Supplement (together with U.S. Base Shelf Prospectus and the Registration
Statement) will be available on the SEC’s website at www.sec.gov. Alternatively, the Prospectus Supplement
may be obtained, when available, upon request by contacting the Company or Cantor Fitzgerald Canada
Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON,
M5H 3M7, email: [email protected]; Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499
Park Avenue, 6th Floor, New York, New York, 10022 or by email at [email protected].
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 t he Company of up to US$ 7.5 million (the “ Concurrent Private Placement ”). 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 mon th hold period under Canadian securities legislation. Closing of the
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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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being
offered have not been approved or disapproved by any regulatory author ity, nor has any such authority
passed upon by the accuracy or adequacy of the Prospectus Supplement, the Base Shelf Prospectus or the
Registration Statement.
About Northern Dynasty Minerals Ltd.
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 U.S. subsidiary, the Pebble
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.
Ronald W. Thiessen
President & CEO
US Media Contact:
Dan Gagnier
Gagnier Communications
(646) 569-5897
Forward Looking Information and other Cautionary Factors
This news release contains “forward -looking information” within the meaning of applicable Canadian securities
legislation, and “forward -looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995 (collective ly referred to as “forward -looking information”). The use of any of the words “expect”,
“plan”, “update” and similar expressions are intended to identify forward -looking information or statements. These
statements include expectations about the likelihood of completion of the Offering, the amount of funds to be raised,
the use of proceeds of the Offering, the anticipated closing date of the Offering, the finalization of the Environmental
Impact Study by the U.S. Army Corps of Engineers and the issuance of a positive Record of Decision with respect to
permitting of the Pebble Project , the ability of the Company to proceed with permit applications for the development
of the Pebble Project, the ability of the Company to obtain the necessary federal and state permits for the development
of the Pebble Project and the ability of the Company to secure the required Canadian and US regulatory and stock
exchange acceptances for the Offering. 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
filings with the United States Securities and Exchange Commission at www.sec.gov.