Northern Dynasty Minerals Ltd 6-K, filed Aug 13, 2026

Northern Dynasty Minerals Ltd (NAK)

6-K 2026-08-13 For: 2026-08-08

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Added on August 14, 2026

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Northern Dynasty Minerals Ltd filed this 6-K on August 13, 2026.

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Exhibits		Description
99.1		Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2026
99.2		Management’s Discussion and Analysis for the three and six months ended June 30, 2026

	Northern Dynasty Minerals Ltd.
	(Registrant)

Date: August 12, 2026.	By:	/s/ M Peters
	By:	Mark Peters
	Title:	Chief Financial Officer

			June 30			December 31
	Notes		2026			2025

ASSETS

Non-current assets
Restricted Cash		5(b)	$	1,027		$	976
Mineral property, plant and equipment		3		65,242			63,169
Total non-current assets				66,269			64,145

Current assets
Amounts receivable and prepaid expenses		4		1,065			2,106
Cash and cash equivalents		5(a)		52,961			54,734
Total current assets				54,026			56,840

Total Assets			$	120,295		$	120,985

EQUITY

Capital and reserves
Share capital		6	$	750,324		$	740,749
Reserves		6		113,492			114,215
Deficit				(852,348	)		(837,236	)
Total equity				11,468			17,728

LIABILITIES

Non-current liabilities
Trade and other payables		9		277			358
Total non-current liabilities				277			358

Current liabilities
Convertible notes liability		7		2,992			2,647
Derivative on convertible notes		7		98,580			97,799
Payables to related parties		8		2,462			1,557
Trade and other payables		9		4,516			896
Total current liabilities				108,550			102,899

Total liabilities				108,827			103,257

Total Equity and Liabilities			$	120,295		$	120,985

/s/ Ronald W. Thiessen		/s/ Steve Meyer

Ronald W. Thiessen		Steve Meyer
Director		Director

			Three months ended June 30						Six months ended June 30
	Notes		2026			2025			2026			2025

Expenses
Exploration and evaluation expenses		10,11	$	1,825		$	1,261		$	4,688		$	3,294
General and administrative expenses		10,11		2,358			2,469			5,404			5,069
Legal, accounting and audit professional fees		10		2,911			497			3,260			1,501
Share-based compensation (gain) expense		6(c),(d)		944			303			870			438
Loss from operating activities				8,038			4,530			14,222			10,302
Foreign exchange loss				60			147			90			172
Interest income				(130	)		(107	)		(277	)		(235	)
Finance expense				235			237			450			466
Other income				(84	)		–			(84	)		–
Loss on change in fair value of convertible notes derivative		7		28,121			7,127			781			41,603
Net loss before tax			$	36,240		$	11,934		$	15,182		$	52,308
Income tax recovery				–			–			(70	)		–
Net loss			$	36,240		$	11,934		$	15,112		$	52,308

Other comprehensive (income) loss
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference		6(e)		(2,023	)		6,287			(3,498	)		6,558
Other comprehensive (income) loss			$	(2,023	)	$	6,287		$	(3,498	)	$	6,558

Total comprehensive loss			$	34,217		$	18,221		$	11,614		$	58,866

Basic and diluted loss per share		12	$	0.06		$	0.02		$	0.03		$	0.10

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

	Notes		Share capital				Reserves
							Equity -			Foreign						Share
							settled			currency						purchase
			Number of				share-based			translation			Investment			options and
			shares				compensation			reserve			revaluation			warrants						Total
			(note 6(a))		Amount		reserve			(note 6(e))			reserve			reserve			Deficit			equity
Balance at January 1, 2025				537,791,881	$	702,755	$	81,011		$	45,245		$	(17	)	$	1,073		$	(732,870	)	$	97,197
Shares issued on exercise of options per option plan		6(b)		1,672,700		1,324		(557	)		–			–			–			–			767
Shares issued on exercise of warrants				1,837,500		1,001		–			–			–			(174	)		–			827
Share-based compensation		6(c)		–		–		25			–			–			–			–			25
Net loss				–		–		–			–			–			–			(52,308	)		(52,308	)
Other comprehensive loss net of tax				–		–		–			(6,558	)		–			–			–			(6,558	)
Total comprehensive loss																						$	(58,866	)

Balance at June 30, 2025				541,302,081	$	705,080	$	80,479		$	38,687		$	(17	)	$	899		$	(785,178	)	$	39,950

Balance at January 1, 2026				558,461,162	$	740,749	$	74,226		$	39,745		$	(17	)	$	261		$	(837,236	)	$	17,728
Shares issued on exercise of options per option plan		6(b)		3,660,500		9,575		(4,300	)		–			–			–			–			5,275
Share-based compensation		6(c)		–		–		79			–			–			–			–			79
Net loss				–		–		–			–			–			–			(15,112	)		(15,112	)
Other comprehensive income net of tax				–		–		–			3,498			–			–			–			3,498
Total comprehensive income																							(11,614	)

Balance at June 30, 2026				562,121,662	$	750,324	$	70,005		$	43,243		$	(17	)	$	261		$	(852,348	)	$	11,468

	·	an action in the US Federal District Court in Alaska (the "Court"), seeking to vacate the EPA’s Final Determination; and
	·	a “takings” claim in the US Court of Federal Claims in Washington, DC, which has been stayed pending the resolution of the Alaska action.

2.	MATERIAL ACCOUNTING POLICIES

(a)	Statement of Compliance

	·	Although the adoption of IFRS 18 will have no impact on net income or loss from continuing operations, items of income and expenses in the Statements of Comprehensive (Income) Loss will be grouped into new categories resulting in new subtotals and/or line items being presented, including income or loss from operating activities, and changes in how certain existing subtotals are calculated. Interest income from cash and cash equivalents and interest expense on leases will be presented in the investing and financing sections of the Statements of Comprehensive (Income) Loss.

	·	The Group does not expect there to be a significant change in the information that is currently disclosed in the notes to the interim financial statements. This is because the new disclosures required for management defined performance measures ("MPMs") will not be applicable to the Group as the Group does not currently provide MPMs in public communications outside of its interim financial statements to convey an aspect of the financial performance of the Group as a whole.

	·	From a cash flow statement perspective, operating income or loss will be the starting point for determining cash flows from operating activities instead of net income or loss from continuing operations.

Six months ended June 30, 2026	Mineral Property Interest ¹		Plant and Equipment ³			Total
Cost
Beginning and ending balance	$	30,453	$	2,634		$	33,087

Accumulated depreciation
Beginning balance		–		(2,430	)		(2,430	)
Depreciation charge for the period ³		–		(84	)		(84	)
Ending balance		–		(2,514	)		(2,514	)

Foreign currency translation difference
Beginning balance		32,275		237			32,512
Movement for the period		2,144		13			2,157
Ending balance		34,419		250			34,669

Net carrying value – December 31, 2025	$	62,728	$	441		$	63,169
Net carrying value – June 30, 2026	$	64,872	$	370		$	65,242

Six months ended June 30, 2026	Land and Buildings			Equipment			Total
Cost
Beginning balance	$	1,201		$	48		$	1,249
Addition		–			–			–
Ending balance		1,201			48			1,249

Accumulated depreciation
Beginning balance		(785	)		(44	)		(829	)
Depreciation charge for the period ³		(82	)		(1	)		(83	)
Ending balance		(867	)		(45	)		(912	)

Foreign currency translation difference
Beginning balance		14			(3	)		11
Movement for the period		13			–			13
Ending balance		27			(3	)		24

Net carrying value – December 31, 2025	$	430		$	1		$	431
Net carrying value – June 30, 2026	$	361		$	–		$	361

5.	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(a)	Cash and Cash Equivalents

Continuity of options	Number of options			Weighted average exercise price ($/option)
Balance December 31, 2024		17,920,000			1.01
Exercised		(6,079,700	)		1.38
Balance December 31, 2025		11,840,300			0.82
Cancelled		(639,000	)		2.01
Exercised		(3,660,500	)		1.44
Balance June 30, 2026		7,540,800			0.41

Period	Number of options		Weighted average exercise price ($/option)		Weighted average market share price on exercise ($/option)
January 2026		1,421,000		1.37		2.95
February 2026		107,000		0.41		3.01
April 2026		38,000		0.41		2.66
May 2026		1,988,000		1.62		2.70
June 2026		106,500		0.41		3.22
		3,660,500		1.44		2.82

	June 30, 2026			December 31, 2025
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	7,540,800	7,540,800	1.13	8,842,300	8,842,300	1.63
2.01 ¹	–	–	–	2,998,000	2,998,000	0.02
Total	7,540,800	7,540,800		11,840,300	11,840,300

Continuity of DSUs	Number of DSUs			Weighted average fair value ($/DSU)
Balance December 31, 2024		536,396			0.57
Cash-settled ¹		(74,830	)		0.69
Granted ²		32,405			1.54
Shares issued ³		(29,521	)		0.69
Withheld ³		(33,965	)		0.69
Balance December 31, 2025		430,485			0.60
Granted ²		32,509			2.43
Balance June 30, 2026		462,994			0.73

	1.	The Group settled an equity obligation for DSUs that should have been redeemed by December 31, 2024. Accordingly, the Group made a cash payment of $59 based on the 5-day average of TSX closing prices for the Company’s common shares up to December 31, 2024 of $0.78 per DSU pursuant to the terms of the DSU Plan.

	2.	For the three and six months ended June 30, 2026, the Group recognized SBC of $38 (2025 – $17) and $79 (2025 – $25) for DSU grants in the Statement of Comprehensive Loss, based on the aggregate market value of Shares on grant date, with a corresponding increase in equity in the equity-settled share payment reserve.

	3.	The Group settled 63,486 DSUs that were redeemed by issuing Shares for 29,521 DSUs and withheld 33,965 DSUs to settle and pay the tax obligations of $61.

Continuity of RSUs	Number of RSUs		Weighted average fair value ($/RSU)
Balance December 31, 2024		–		–
Granted ¹		1,170,000		1.09
Balance December 31, 2025 ² and June 30, 2026		1,170,000		2.71

	1.	In February 2025, the Group granted the RSUs to the Board Chair, Chief Executive Officer, Chief Financial Officer, and to senior management, with a vesting term of two years from the date of grant. The Group determined that this grant should be accounted for as cash-settled given that a previous grant was settled in cash. Accordingly, at the end of each reporting period, until the RSU liability is settled, the RSU liability’s fair value is remeasured based on the TSX closing price at the reporting date multiplied by the number of RSUs and amortized over the vesting period of the RSUs, with any change in fair value charged to share-based compensation.

	2.	Weighted average fair value was $2.70.

Continuity
Balance December 31, 2024	$	45,245
Loss on translation of foreign subsidiaries		(271	)
Balance June 30, 2025		44,974
Loss on translation of foreign subsidiaries		(5,229	)
Balance December 31, 2025		39,745
Gain on translation of foreign subsidiaries		3,498
Balance June 30, 2026	$	43,243

Input/Assumption	June 30 2026	December 31 2025
Share price on valuation date	US$1.92	US$1.97
Volatility	98.33%	95.99%
Strike price on conversion	US$0.3557	US$0.3557
Time to expiration	2,728 days	2,909 days
Risk free interest rate	4.31%	3.72%
Dividend Yield	Nil%	Nil%

	June 30		December 31
Payables to related parties	2026		2025
Key management personnel ("KMP") (a)	$	69	$	51
HDSI (b)		200		104
RSU Liabilities (note 6(e))		2,193		1,402
Total	$	2,462	$	1,557

	Three months				Six months
Transaction	2026		2025		2026		2025
Compensation
Amounts paid and payable to HDSI for services of KMP employed by HDSI ¹	$	555	$	510	$	1,042	$	1,050
Amounts paid and payable to KMP ²		544		510		1,015		1,039
		1,099		1,020		2,057		2,089
Share-based compensation ³		944		303		870		438
Total compensation	$	2,043	$	1,323	$	2,927	$	2,527

	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 granted and the remeasurement of RSUs that were granted in February 2025 and which only vest in February 2027 (notes 6(d)-(e)).

	Three months					Six months
Transactions	2026			2025		2026		2025
Services rendered by HDSI:
Technical ¹
Engineering	$	65		$	68	$	116	$	139
Environmental		43			15		46		47
Other technical services		3			11		7		24
		111			94		169		210
General and administrative
Management, consulting, corporate communications, secretarial, financial and administration		628			616		1,273		1,323
Shareholder communication		145			146		292		292
		773			762		1,565		1,615

Total for services rendered		884			856		1,734		1,825

Reimbursement (refund) of third-party expenses
Conferences and travel		83			111		194		171
Insurance		(1	)		–		35		74
Office supplies and information technology ²		126			128		277		303
Total reimbursed		208			239		506		548

Total	$	1,092		$	1,095	$	2,240	$	2,373

	1.	Included in exploration and evaluation expenses.

	2.	Includes payments made for the use of offices and shared space for the three and six months ended June 30, 2026, of $46 (2025 – $49) and $95 (2025 – $97). The Group has a five-year office use agreement ending on April 29, 2031. As of June 30, 2026, the remaining undiscounted commitment for the base office and shared space use was $364. (note 14(b)).

	June 30			December 31
Lease liabilities	2026			2025
Beginning balance	$	536		$	724
Interest expense		28			71
Lease payments		(106	)		(245	)
Lease recognition		–			16
Foreign currency translation difference		16			(30	)
Ending balance		474			536

Current portion		197			178
Non-current portion		277			358
Total	$	474		$	536

Period payable	Total
Less than one year	$	237
One to three years		230
Three to five years		84
Total undiscounted lease liabilities	$	551

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

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

E&E	Three months				Six months
	2026		2025		2026		2025
Engineering	$	70	$	56	$	1,045	$	1,078
Environmental		100		111		179		238
Property fees		1		2		4		2
Site activities		390		452		1,044		609
Socio-economic		1,173		599		2,294		1,291
Transportation		61		33		83		33
Other activities and travel		30		8		39		43
Total	$	1,825	$	1,261	$	4,688	$	3,294

G&A	Three months				Six months
	2026		2025		2026		2025
Conference and travel	$	144	$	281	$	481	$	587
Consulting		203		165		585		364
Depreciation of right-of-use assets		25		27		52		55
Insurance		522		503		1,051		993
Office costs, including information technology		173		176		368		371
Management and administration		902		903		1,863		1,825
Shareholder communication		368		348		565		563
Trust and filing		21		66		439		311
Total	$	2,358	$	2,469	$	5,404	$	5,069

	June 30		December 31
Exposure	2026		2025
Interest, refundable deposits, and other receivables	$	49	$	61
Restricted cash		1,027		976
Cash and cash equivalents		52,961		54,734
Total exposure	$	54,037	$	55,771

	·	Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
	·	Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
	·	Level 3 – Inputs that are not based on observable market data.

14.	COMMITMENTS AND CONTINGENCIES

(a)	Shares Issuable Contingent on Achievement of Certain Milestones