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 January 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 40F
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) [ ]
Exhibits 99.1 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10 of Northern Dynasty Minerals Ltd. (File No. 333-229262), as amended and supplemented.
SUBMITTED HEREWITH
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Exhibits |
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99.1 |
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
Secretary and General Counsel
Date: January 22, 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
January 17, 2020 and December 18, 2019.
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 January 17, 2020 and December 18, 2019. The news releases were filed on SEDAR and is available at www.sedar.com.
Item 4 Summary of Material Change
On January 17, 2020, the Company completed its private placement of common shares of the Company (the “Common Shares”) for gross proceeds of approximately US$4.2 million ($5.6 million) (the “Private Placement”) and, further to the completion of its underwritten public offering of Common Shares (including over-allotment) on December 18, 2019 for gross proceeds of approximately US$15.5 million (the “Underwritten Offering” and together with the Private Placement, the “Offering”), an aggregate 53,423,824 Common Shares were sold and issued by the Company under the Offering for aggregate gross proceeds of approximately US$19.7 million.
Item 5 Full Description of Material Change
5.1Full Description of Material Change
Northern Dynasty Completes US$4.2 Million Private Placement
On January 17, 2020, the Company completed its Private Placement of 11,448,824 Common Shares at a price of US$0.37 per Common Share for gross proceeds of approximately US$4.2 million ($5.6 million). The Common Shares were issued at the same price as the Common Shares sold and issued in the Underwritten Offering (hereinafter provided), and are subject to applicable resale restrictions, including a four month hold under Canadian securities legislation.
The securities 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”).
Northern Dynasty Announces Closing Of $15.5 Million Underwritten Offering
On December 18, 2019, the Company completed the Underwritten Offering, including exercise in full of the over-allotment option (the “Underwritten Offering”). A total of 41,975,000 Common Shares were
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sold at a price of US$0.37 per Common Share for gross proceeds of approximately US$15.5 million. The Underwritten Offering was completed pursuant to an underwriting agreement dated December 13, 2019 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.
Proceeds from the Underwritten Offering will be used by the Company for (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble Project and advancement of the U.S. Army Corps of Engineers Environmental Impact Statement; (ii) ongoing outreach and engagement with political and regulatory offices in the Alaska state and U.S. federal governments, Alaska Native partners and broader regional and state-wide stakeholder groups; and (iii) general corporate purposes.
The Underwritten Offering was completed pursuant to 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 Form F-10 (SEC File No. 333-229262) (the “Registration Statement”). The securities offered under the Underwritten Offering have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon by the accuracy or adequacy of the Prospectus Supplement, the Base Shelf Prospectus or the Registration Statement.
The Company relied on the exemption under Section 602.1 of the TSX Company Manual for the completion of the Underwritten Offering.
5.2Disclosure 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 9Date of Report
January 22, 2020