Northern Dynasty Minerals Ltd 6-K, filed May 13, 2025

Northern Dynasty Minerals Ltd (NAK)

6-K 2025-05-13 For: 2025-05-10

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Added on April 11, 2026

About this 6-K

Northern Dynasty Minerals Ltd filed this 6-K on May 13, 2025.

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Exhibits		Description
99.1		Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2025
99.2		Management’s Discussion and Analysis for the three months ended March 31, 2025

	Northern Dynasty Minerals Ltd.
	(Registrant)

Date: May 12, 2025.	By:	/s/ M Peters
	By:	Mark Peters
	Title:	Chief Financial Officer

Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in thousands of Canadian Dollars)

			March 31			December 31
	Notes		2025			2024

ASSETS

Non-current assets
Restricted Cash		5(b)	$	992		$	984
Mineral property, plant and equipment		3		118,116			118,126
Total non-current assets				119,108			119,110

Current assets
Amounts receivable and prepaid expenses		4		1,695			1,908
Cash and cash equivalents		5(a)		11,813			16,142
Total current assets				13,508			18,050

Total Assets			$	132,616		$	137,160

EQUITY

Capital and reserves
Share capital		6	$	703,299		$	702,755
Reserves		6		126,834			127,312
Deficit				(773,244	)		(732,870	)
Total equity				56,889			97,197

LIABILITIES

Non-current liabilities
Trade and other payables		9		507			548
Total non-current liabilities				507			548

Current liabilities
Convertible notes liability		7		2,854			2,750
Derivative on convertible notes		7		69,781			35,305
Payables to related parties		8		566			267
Trade and other payables		9		2,019			1,093
Total current liabilities				75,220			39,415

Total liabilities				75,727			39,963

Total Equity and Liabilities			$	132,616		$	137,160

Nature and continuance of operations (note 1)
Commitments and contingencies (note 14)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

These condensed consolidated interim financial statements are signed on the Company's behalf by:

/s/ Ronald W. Thiessen		/s/ Christian Milau

Ronald W. Thiessen		Christian Milau
Director		Director

Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Comprehensive Loss
(Unaudited - Expressed in thousands of Canadian Dollars, except for share information)

			Three months ended March 31
	Notes		2025			2024

Expenses
Exploration and evaluation expenses		10,11	$	2,033		$	1,763
General and administrative expenses		10,11		2,600			2,611
Legal, accounting and audit professional fees		10		1,004			934
Share-based compensation expense		6(d),(e)		135			5
Loss from operating activities				5,772			5,313
Foreign exchange (gain) loss				25			(296	)
Interest income				(128	)		(241	)
Finance expense				229			184
Loss on change in fair value of convertible notes derivative		7		34,476			368
Net loss			$	40,374		$	5,328

Other comprehensive loss (income)
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference		6(f)		271			(2,709	)
Other comprehensive loss (income)			$	271		$	(2,709	)

Total comprehensive loss			$	40,645		$	2,619

Basic and diluted loss per share		12	$	0.08		$	0.01

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in thousands of Canadian Dollars)

			Three months ended March 31
	Notes		2025			2024

Operating activities
Net loss			$	(40,374	)	$	(5,328	)
Non-cash or non operating items
Depreciation		3		44			41
Interest income				(128	)		(241	)
Loss on change in fair value of convertible notes derivative		7		34,476			368
Share-based compensation				135			5
Unrealized exchange gain				(1	)		(130	)
Changes in working capital items
Amounts receivable and prepaid expenses				217			1,006
Amounts receivable from related party				-			17
Trade and other payables				761			711
Payables to related parties				172			215
Net cash used in operating activities				(4,698	)		(3,336	)

Investing activities
Interest received on cash and cash equivalents				85			157
Net cash from investing activities				85			157

Financing activities
Proceeds from the exercise of share purchase options		6(c)		273			–
Proceeds from the exercise of share purchase warrants		6(b)		56			–
Payments of principal portion of lease liabilities		9		(48	)		(40	)
Net cash from (used in) financing activities				281			(40	)

Net decrease in cash and cash equivalents				(4,332	)		(3,219	)
Effect of exchange rate fluctuations on cash and cash equivalents				3			198
Cash and cash equivalents - beginning balance				16,142			18,200

Cash and cash equivalents - ending balance		5(a)	$	11,813		$	15,179

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

	·	The Group submitted an administrative appeal with the USACE POD on the permit denial and the USACE POD has remanded the permit decision to the USACE Alaska District to re-evaluate specific issues. Although the District has declined to engage in the remand process, citing the EPA intervening veto of development at Pebble, this decision is without prejudice and not based on the merits of the many technical issues raised in the Group’s appeal. The Group also filed a motion to amend its complaint against the EPA to include the District as an additional defendant, which was granted ;

	·	The Group has legal avenues to challenge the EPA’s Final Determination and has filed actions thereto (see note 1); and

	·	The Company’s market capitalization on March 31, 2025, and on the date the Financial Statements were authorized for issuance, exceeded the carrying value of the Pebble Project and the Group’s net asset value.

Three months ended March 31, 2025	Mineral Property Interest ¹		Plant and Equipment ²			Total
Cost
Beginning and ending balance	$	80,491	$	2,606		$	83,097

Accumulated depreciation
Beginning balance		–		(2,258	)		(2,258	)
Depreciation charge for the period ³		–		(44	)		(44	)
Ending balance		–		(2,302	)		(2,302	)

Foreign currency translation difference
Beginning balance		37,025		262			37,287
Movement for the period		33		1			34
Ending balance		37,058		263			37,321

Net carrying value – December 31, 2024	$	117,516	$	610		$	118,126
Net carrying value – March 31, 2025	$	117,549	$	567		$	118,116

	1.	Mineral Property Interest

		Comprises the Pebble Project, a contiguous block of 1,840 mineral claims covering approximately 274 square miles located in southwest Alaska, 17 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage.

	2.	Plant and Equipment include Right-of-Use Assets (“ROU Assets”)

		ROU Assets, which relate to the use of office space, office equipment and yard storage are included under plant and equipment. The following comprises ROU Assets:

Three months ended March 31, 2025	Land and Buildings			Equipment			Total
Cost
Beginning and ending balance	$	1,185		$	48		$	1,233

Accumulated depreciation
Beginning balance		(620	)		(39	)		(659	)
Depreciation charge for the period ³		(42	)		(2	)		(44	)
Ending balance		(662	)		(41	)		(703	)

Foreign currency translation difference
Beginning balance		38			(2	)		36
Movement for the period		–			1			1
Ending balance		38			(1	)		37

Net carrying value – December 31, 2024	$	603		$	7		$	610
Net carrying value – March 31, 2025	$	561		$	6		$	567

	3.	Depreciation

		For the three months ended March 31, 2025, total depreciation was $44 (2024 – $41) of which ROU Asset depreciation was $44 (2024 – $38). ROU Asset depreciation of $28 (2024 – $26) is included in general and administrative expenses (note 10(b)). The remainder of the depreciation is included in exploration and evaluation expenses under site expenses.

	Notes to table:

	1.	Includes prepaid insurance, which is amortized over the insurance term.

(a)	Cash and Cash Equivalents

	The Group’s cash and cash equivalents at March 31, 2025 and December 31, 2024, consisted of cash on hand and was invested in business and savings accounts.

(b)	Restricted Cash

	The Group has cash deposited with a United States financial institution that has been pledged as collateral to the surety provider for a US$2,000 surety bond that was placed with the Alaskan regulatory authorities for a performance guarantee related to any potential reclamation liability as a condition of the Miscellaneous Land Use Permit granted to the Pebble Partnership for its ongoing activities on the Pebble Project. The cash deposit will be released once any required reclamation work has been performed and assessed by the Alaskan regulatory authorities. The cash is invested in a money market fund. For the three months ended March 31, 2025, the Group earned income of $8 (2024 – $11) which was re-invested.

(a)	Authorized Share Capital

	At March 31, 2025, and December 31, 2024, authorized share capital consisted of an unlimited number of common shares (“Shares”) with no par value, of which 538,581,581 (December 31, 2024 – 537,791,281) Shares were issued and fully paid.

(b)	Options not Issued under the Group’s Incentive Plan and Warrants

Continuity	Number of options ¹			Number of Warrants ²			Weighted average exercise price ($/option)
Balance December 31, 2023		37,600			8,555,000			0.29
Exercised		(37,600	)		–			0.29
Balance December 31, 2024		–			8,555,000			0.45
Exercised		–			(125,000	)		0.45
Balance March 31, 2025		–			8,430,000			0.45

	Notes to the table:

	1.	The options were issued in exchange for the outstanding options in Cannon Point Resources Ltd. on the acquisition of the company in October 2015.

	2.	The Warrants were issued pursuant to the unit private placement in December 2023. They have a remaining life of 0.71 (December 31, 2024 – 0.95) years as they expire on December 14, 2025.

(c)	Share Purchase Option Compensation Plan

	The following reconciles the issued and outstanding options for the three months ended March 31, 2025 and year ended December 31, 2024:

Continuity of options	Number of options			Weighted average exercise price ($/option)
Balance December 31, 2023		24,318,500			1.00
Exercised		(30,000	)		0.41
Expired		(6,368,500	)		0.99
Balance December 31, 2024		17,920,000			1.01
Exercised		(664,700	)		0.41
Balance March 31, 2025		17,255,300			1.03

		March 31, 2025						December 31, 2024
Exercise price ($)		Number of options outstanding		Number of options exercisable		Weighted Average Remaining contractual life (years)		Number of options outstanding		Number of options exercisable		Weighted Average Remaining contractual life (years)
	0.41		10,559,300		10,559,300		2.38		11,224,000		11,224,000		2.63
	2.01		6,696,000		6,696,000		0.30		6,696,000		6,696,000		0.55
Total			17,255,300		17,255,300				17,920,000		17,920,000

Continuity of DSUs	Number of DSUs		Weighted average fair value ($/DSU)
Balance December 31, 2023		470,347		0.59
Granted		15,937		0.34
Balance March 31, 2024		486,284		0.58
Granted		50,112		0.43
Balance December 31, 2024		536,396		0.57
Granted		8,944		0.90
Balance March 31, 2025		545,340		0.57

Continuity
Balance December 31, 2023	$	35,233
Gain on translation of foreign subsidiaries		2,709
Balance March 31, 2024		37,942
Gain on translation of foreign subsidiaries		7,303
Balance December 31, 2024		45,245
Loss on translation of foreign subsidiaries		(271	)
Balance March 31, 2025	$	44,974

Input/Assumption	March 31		December 31
	2025		2024
Share price on valuation date	US$1.150		US$0.582
Volatility		95.9618%		95.3360%
Strike price on conversion	US$0.3557		US$0.3557
Time to expiration	3,184 days		3,274 days
Risk free interest rate		4.256%		4.447%
Dividend Yield	Nil%		Nil%

	March 31		December 31
Payables to related parties	2025		2024
Key management personnel ("KMP") (a)	$	101	$	48
HDSI (b)		338		219
RSU Liabilities (note 6(e))		127		–
Total	$	566	$	267

Transaction	2025		2024
Compensation
Amounts paid and payable to HDSI for services of KMP employed by HDSI ¹	$	540	$	467
Amounts paid and payable to KMP ²		529		537
		1,069		1,004
Share-based compensation ³		135		5
Total compensation	$	1,204	$	1,009

	1.	The Group’s CEO, CFO, Board Chair and senior management, other than disclosed in note 2 below, are employed by the Group through HDSI (refer (b) below).

	2.	Represents short-term employee benefits, including cash director’s fees paid to the Group’s independent directors, and salaries paid and payable to the Pebble Partnership’s CEO, VP, Public Affairs and Senior Permitting Advisor.

	3.	SBC relates to DSUs and RSUs granted during the respective periods (notes 6(d)-(e)).

Transactions	2025		2024
Services rendered by HDSI:
Technical ¹
Engineering	$	71	$	54
Environmental		32		9
Other technical services		13		4
		116		67
General and administrative
Management, consulting, corporate communications, secretarial, financial and administration		707		632
Shareholder communication		146		156
		853		788

Total for services rendered		969		855

Reimbursement of third-party expenses
Conferences and travel		60		106
Insurance		74		72
Office supplies and information technology ²		175		194
Total reimbursed		309		372

Total	$	1,278	$	1,227

	1.	Included in exploration and evaluation expenses.

	2.	Includes payments made for the use of offices and shared space of $48 (2024 – $48). The Company signed an office use agreement effective May 1, 2021, for a five-year term ending April 29, 2026. As of March 31, 2025, the remaining undiscounted commitment was $114 (note 14(d)).

	March 31			December 31
Lease liabilities	2025			2024
Beginning balance	$	724		$	464
Interest expense		20			65
Lease payments		(68	)		(211	)
Lease recognition		–			52
Modification of lease term		–			305
Foreign currency translation difference		–			49
Ending balance		676			724

Current portion		169			176
Non-current portion		507			548
Total	$	676		$	724

Period payable	Total
Less than one year	$	236
One to three years		391
Three to five years		189
Later than 5 years		15
Total undiscounted lease liabilities	$	831

10.	EXPLORATION AND EVALUATION, GENERAL AND ADMINISTRATIVE, LEGAL ACCOUNTING AND AUDIT EXPENSES

(a)	Exploration and Evaluation Expenses ("E&E")

E&E	2025		2024
Engineering	$	1,022	$	932
Environmental		127		103
Site activities		157		234
Socio-economic		692		465
Transportation		–		10
Other activities and travel		35		19
Total	$	2,033	$	1,763

G&A	2025		2024
Conference and travel	$	306	$	309
Consulting		199		127
Depreciation of right-of-use assets		28		26
Insurance		490		653
Office costs, including information technology		195		205
Management and administration		922		894
Shareholder communication		215		214
Trust and filing		245		183
Total	$	2,600	$	2,611

	2025		2024
Legal	$	897	$	771
Accounting		–		46
Audit and reviews		107		117
Total	$	1,004	$	934

	2025		2024
Exploration and evaluation
Salaries and benefits	$	396	$	365
Amounts paid for services by HDSI personnel (note 8(b))		116		67
		512		432
General and administrative
Salaries and benefits		376		364
Amounts paid for services by HDSI personnel (note 8(b))		644		657
		1,020		1,021

Share-based payments		135		5
	$	1,667	$	1,458

	2025		2024
Loss attributable to shareholders	$	40,374	$	5,328
Weighted average number of shares outstanding (000s)		538,171		538,205