UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2020
Commission File No. 001-32210
NORTHERN DYNASTY MINERALS LTD.
(Translation of registrant’s name into English)
15th Floor – 1040 West Georgia Street
Vancouver, British Columbia, V6E 4H1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED HEREWITH
| Exhibits | ||
| 99.1 | Material Change Report dated May 21, 2020 | Northern Dynasty Announces Closing Of C$10.1 Million Underwritten Offering and C$7.25 Million Private Placement |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHERN DYNASTY MINERALS LTD.
| /s/ Trevor Thomas | |
| Trevor Thomas | |
| Company Secretary and General Counsel | |
| Date: May 21, 2020 |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Northern Dynasty Minerals Ltd. (the "Company")
15th Floor - 1040 West Georgia Street
Vancouver, British Columbia
V6E 4H1
Item 2 Date of Material Change
May 13, 2020.
Item 3 News Release
The news releases with respect to the material changes referred to in this report were issued by the Company and distributed through the facilities of CNW on May 13, 2020. The news releases were filed on SEDAR and are available at www.sedar.com.
Item 4 Summary of Material Change
On May 13, 2020 the Company completed an underwritten public offering of 14,375,000 common shares (the "Common Shares") (including over-allotment) for gross proceeds of approximately $10.1 million (the "Underwritten Offering") and separately a non-brokered private placement of 10,357,143 Common Shares for gross proceeds of approximately $7.25 million (the "Private Placement" and together with the Underwritten Offering, the "Offering"). The Company issued an aggregate of 24,732,143 Common Shares pursuant to the Offering, for aggregate proceeds of approximately $17.35 million. Common Shares were issued at the same price in both the Underwritten Offering and Private Placement.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
On May 13, 2020, the Company completed its previously announced Underwritten Offering. The Company issued an aggregate of 14,375,000 Common Shares at a price of C$0.70 per Common Share ("Offering Price") for gross proceeds of approximately C$10.1 million. The Offering was completed pursuant to an underwriting agreement dated April 29, 2020 among the Company and Cantor Fitzgerald Canada Corporation, as lead underwriter and sole bookrunner, and a syndicate of underwriters including BMO Nesbitt Burns Inc., H.C. Wainwright & Co., LLC. and TD Securities Inc. The Underwritten Offering was completed pursuant to a short form prospectus (the "Prospectus") and related U.S. registration statement on Form F-10 (SEC File No. 333-237875) (the "Registration Statement").
Also on May 13, 2020, the Company completed its previously announced Private Placement. The Company issued an aggregate of 10,357,143 Common Shares at the Offering Price for gross proceeds of approximately $7.25 million. No agent or underwriter acted in connection with the Private Placement. The Common Shares issued pursuant to the Private Placement have not been qualified by prospectus in Canada or registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and are subject to applicable resale restrictions, including a four month hold under Canadian securities legislation.
- 2 -
The Company intends to use the net proceeds of the Offering for (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble Project and the advancement of completion of the USACE Environmental Impact Study, (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 state-wide stakeholder groups, and (iii) payment of current liabilities associated with the Company's working capital deficiency.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Ronald W. Thiessen
President & CEO
Tel: 604-684-6365
Item 9 Date of Report
May 21, 2020