Northern Dynasty Minerals Ltd 6-K, filed Jul 16, 2020
Northern Dynasty Minerals Ltd (NAK)
About this 6-K
Northern Dynasty Minerals Ltd filed this 6-K on July 16, 2020.
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 July 2020
Commission File No. 001-32210
NORTHERN DYNASTY MINERALS LTD. (Translation of registrant's name into English)
15^th^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) [ ]
INCORPORATION BY REFERENCE
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. 333-238933), as amended and supplemented.
SUBMITTED HEREWITH
| Exhibits | **** |
|---|---|
| 99.1 | Material Change Report dated July 15, 2020 |
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: July 15, 2020
Northern Dynasty Minerals Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com
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
July 15, 2020.
Item 3 News Release
The news release with respect to the material changes referred to in this report was issued by the Company and distributed through the facilities of CNW on July 15, 2020. The news release was filed on SEDAR and is available at www.sedar.com.
Item 4 Summary of Material Change
Tthe Company completed its previously announced bought deal offering, including the exercise in full of the over-allotment option (the "Offering") for gross proceeds of approximately US$35.3 million.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company completed the Offering on July 15, 2020. A total of 24,150,000 common shares of the Company were sold at the price of US$1.46 per Offered Share for gross proceeds of approximately US$35.3 million. The Offering was completed pursuant to an underwriting agreement dated July 10, 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., Canaccord Genuity Corp., H.C. Wainwright & Co., LLC., Paradigm Capital Inc., TD Securities Inc., Roth Capital Partners, LLC and Velocity Trade Capital Ltd. (collectively, the "Underwriters").
The proceeds of the Offering are anticipated to be used to fund the Company's 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 build 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 discussions and possible negotiations to secure a potential project partner or partners, and (vi) general corporate purposes.
The Offering was completed by way of a prospectus supplement dated July 10, 2020 to the Company's existing Canadian base shelf prospectus dated July 2, 2020 and related U.S. registration statement on Form F-10 (SEC File No. 333-238933).
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
July 15, 2020