Northern Dynasty Closes US$15 million Convertible Notes Offering and CAD$3.4 million Private Placement
Northern Dynasty Closes US$15 million Convertible Notes Offering and CAD$3.4 million Private Placement
December 21, 2023 Vancouver – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (" Northern
Dynasty" or the " Company") announces, further to its December 11, 2023 release, it has closed the convertible
notes and non-brokered private placement offerings.
Per the terms of the Agreement Kopernik Global Investors, LLC on behalf of its clients, has purchased convertible
notes (the “Notes”) having an aggregate principal amount of US$15,000,000 (the “Convertible Notes Offering”).
The Company also issued and sold by non-brokered private placement of 8,555,000 units of the Company (the
“Units”), at a price of CAD$0.40 per Unit, for aggregate gross proceeds of CAD$3,422,000 (the “Unit Offering”).
The Notes and the Units were issued pursuant to exemptions from prospectus requirements and other similar
requirements under applicable securities laws. The Notes and the Units will be subject to resale restrictions under
applicable securities laws in Canada and the United States.
Ron Thiessen, President and CEO, noted “ These funds will be used by the Company to continue to advance the
Pebble Project in a responsible manner for the benefit of all Alaskans, especially those in southwest Alaska closest
to the Pebble Project. This way all Alaskans can benefit from both the valuable fisheries and world-class mineral
resource assets the State has to offer; not one or the other.”
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, Pebble Limited
Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the
Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the
proponent of the Pebble Project.
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 public filings, which in clude forward looking information cautionary language and risk
factor disclosure regarding the Company and the Pebble Project in Canada at www.sedarplus.ca and in the United
States at www.sec.gov.
Ronald W. Thiessen
President & CEO
U.S. 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" under the United States Private Securities
Litigation Reform Act of 1995 and under applicable provisions of Canadian provincial securities laws. All statements in this release,
other than statements of historical facts, which address permitting, development and production for the Pebble Project are forward-
looking statements. These include statements regarding: (i) the use of proceeds of each of the Convertible Notes Of fering and the
Unit Offering; (ii) the ability of the Pebble Project to ultimately secure all required federal and state permits ; (iii) if permitting is
ultimately secured, the ability to demonstrate that the Pebble Project is commercially viable ; (iv) the ability of the Company and/or
the State of Alaska to successfully challenge the EPA’s Final Determination process under the Clean Water Act; and (v) the ability of
the Company to secure the significant additional financing, including the proceeds from the Convertible Notes Offering and the Unit
Offering, to fund these objectives as well as ultimately funding mine construction, for which financing may not be available to NDM
on acceptable terms or on any terms at all.
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Although NDM believes the expectations expressed in these forward-looking statements are based on reasonable assumptions, such
statements should not be in any way be construed as guarantees that the Pebble Project will secure all required government an d
environmental permits, regarding the ability of NDM to develop the Pebble Projects in light of the EPA’s Final Determination or
regarding NDM’s ability to secure significant additional financing.
Assumptions used by NDM to develop forward -looking statements include the following assumptions: (i) the Pebble Project will
ultimately obtain all required environmental and other permits and all land use and other licenses; (ii) any action taken by the EPA in
connection with the Final Determination will ultimately not be successful in restricting or prohibiting development of the Pe bble
Project; and (iii) the Company or its subsidiaries will be able to secure significant additional financing.
NDM is also subject to the specific risks inherent in the mining business as well as general economic and business conditions. Investors
should also consider the risk factors identified in the Company’s Annual Information Form for the year ended December 31, 2022, as
filed on SEDAR plus and included in the Company’s annual report on Form 40 -F filed by the Company with the SEC on EDGAR, and
the Company’s Management Discussion and Analysis for the year ended December 31, 2022, and nine months ended September 30,
2023, each as filed on SEDAR plus and EDGAR, for a discussion of the risks that may impact our forward-looking statements.
The National Environment Policy Act Environmental Impact Statement process requires a comprehensive “alternatives assessment”
be undertaken to consider a broad range of development alternatives, the final project design and operating parameters for th e
Pebble Project and associated infrastructure may vary significantly from that currently contemplated. As a result, the Company w ill
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 at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca.