Northern Dynasty Minerals Ltd 6-K, filed Aug 14, 2025

Northern Dynasty Minerals Ltd (NAK)

6-K 2025-08-14 For: 2025-08-10

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Added on April 11, 2026

About this 6-K

Northern Dynasty Minerals Ltd filed this 6-K on August 14, 2025.

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Exhibits		Description
99.1		Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2025
99.2		Management’s Discussion and Analysis for the three and six months ended June 30, 2025

	Northern Dynasty Minerals Ltd.
	(Registrant)

Date: August 13, 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)

		June 30			December 31
	Notes	2025			2024

ASSETS

Non-current assets
Restricted Cash	5(b)	$	949		$	984
Mineral property, plant and equipment	3		95,352			118,126
Total non-current assets			96,301			119,110

Current assets
Amounts receivable and prepaid expenses	4		1,082			1,908
Cash and cash equivalents	5(a)		25,162			16,142
Total current assets			26,244			18,050

Total Assets		$	122,545		$	137,160

EQUITY

Capital and reserves
Share capital	6	$	705,080		$	702,755
Reserves	6		120,048			127,312
Deficit			(785,178	)		(732,870	)
Total equity			39,950			97,197

LIABILITIES

Non-current liabilities
Trade and other payables	9		441			548
Total non-current liabilities			441			548

Current liabilities
Convertible notes liability	7		2,813			2,750
Derivative on convertible notes	7		76,908			35,305
Payables to related parties	8		648			267
Trade and other payables	9		1,785			1,093
Total current liabilities			82,154			39,415

Total liabilities			82,595			39,963

Total Equity and Liabilities		$	122,545		$	137,160

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 June 30						Six months ended June 30
	Notes	2025			2024			2025			2024

Expenses
Exploration and evaluation expenses	10,11	$	1,261		$	909		$	3,294		$	2,672
General and administrative expenses	10,11		2,469			2,337			5,069			4,948
Legal, accounting and audit professional fees	10		497			716			1,501			1,650
Share-based compensation expense	6(d),(e)		303			7			438			12
Loss from operating activities			4,530			3,969			10,302			9,282
Foreign exchange loss (gain)			147			(97	)		172			(393	)
Interest income			(107	)		(194	)		(235	)		(435	)
Finance expense			237			203			466			387
Loss (gain) on change in fair value of convertible notes derivative	7		7,127			(223	)		41,603			145
Net loss		$	11,934		$	3,658		$	52,308		$	8,986

Other comprehensive loss (income)
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference	6(f)		6,287			(1,313	)		6,558			(4,022	)
Other comprehensive loss (income)		$	6,287		$	(1,313	)	$	6,558		$	(4,022	)

Total comprehensive loss		$	18,221		$	2,345		$	58,866		$	4,964

Basic and diluted loss per share	12	$	0.02		$	0.01		$	0.10		$	0.02

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

		Six months ended June 30
	Notes	2025			2024

Operating activities
Net loss		$	(52,308	)	$	(8,986	)
Non-cash or non operating items
Depreciation	3		86			80
Interest income			(235	)		(435	)
Loss on change in fair value of convertible notes derivative	7		41,603			145
Share-based compensation			438			12
Unrealized exchange gain			135			(269	)
Changes in working capital items
Amounts receivable and prepaid expenses			881			1,795
Amounts receivable from related party			-			17
Trade and other payables			861			647
Payables to related parties			(33	)		(102	)
Net cash used in operating activities			(8,572	)		(7,096	)

Investing activities
Proceeds from royalty transaction on mineral property interest	3		16,459			–
Interest received on cash and cash equivalents			177			359
Net cash from investing activities			16,636			359

Financing activities
Proceeds from the exercise of share purchase options	6(c)		767			–
Proceeds from the exercise of share purchase warrants	6(b)		827			–
Payments of principal portion of lease liabilities	9		(83	)		(77	)
Net cash from (used in) financing activities			1,511			(77	)

Net increase (decrease) in cash and cash equivalents			9,575			(6,814	)
Effect of exchange rate fluctuations on cash and cash equivalents			(555	)		338
Cash and cash equivalents - beginning balance			16,142			18,200

Cash and cash equivalents - ending balance	5(a)	$	25,162		$	11,724

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

	Notes	Share capital						Reserves
								Equity -			Foreign						Share
								settled			currency						purchase
		Number of						share-based			translation			Investment			options and
		shares						compensation			reserve			revaluation			warrants
		(note 6(a))			Amount			reserve			(note 6(f))			reserve			(note 6(b))			Deficit			Total equity

Balance at January 1, 2024			538,478,010		$	702,950		$	80,993		$	35,233		$	(17	)	$	1,083		$	(696,958	)	$	123,284
Shares returned to treasury and cancelled			(753,729	)		(237	)		–			–			–			–			237			–
Share-based compensation	6(d)		–			–			12			–			–			–			–			12
Net loss			–			–			–			–			–			–			(8,986	)		(8,986	)
Other comprehensive income net of tax			–			–			–			4,022			–			–			–			4,022
Total comprehensive loss																								(4,964	)

Balance at June 30, 2024			537,724,281		$	702,713		$	81,005		$	39,255		$	(17	)	$	1,083		$	(705,707	)	$	118,332

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(c)		1,672,700			1,324			(557	)		–			–			–			–			767
Shares issued on exercise of warrants	6(b)		1,837,500			1,001			–			–			–			(174	)		–			827
Share-based compensation	6(d)		–			–			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

2.	MATERIAL ACCOUNTING POLICIES

(a)	Statement of Compliance

	·	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 Group’s market capitalization on June 30, 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.

Six months ended June 30, 2025	Mineral Property Interest ¹			Plant and Equipment ³			Total
Cost
Beginning balance	$	80,491		$	2,606		$	83,097
Disposal of mineral property interest ²		(16,459	)		–			(16,459	)
Ending balance		64,032			2,606			66,638

Accumulated depreciation
Beginning balance		–			(2,258	)		(2,258	)
Depreciation charge for the period ⁴		–			(86	)		(86	)
Ending balance		–			(2,344	)		(2,344	)

Foreign currency translation difference
Beginning balance		37,025			262			37,287
Movement for the period		(6,199	)		(30	)		(6,229	)
Ending balance		30,826			232			31,058

Net carrying value – December 31, 2024	$	117,516		$	610		$	118,126
Net carrying value – June 30, 2025	$	94,858		$	494		$	95,352

Six months ended June 30, 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 ⁴		(83	)		(3	)		(86	)
Ending balance		(703	)		(42	)		(745	)

Foreign currency translation difference
Beginning balance		38			(2	)		36
Movement for the period		(30	)		–			(30	)
Ending balance		8			(2	)		6

Net carrying value – December 31, 2024	$	603		$	7		$	610
Net carrying value – June 30, 2025	$	490		$	4		$	494

5.	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(a)	Cash and Cash Equivalents

Continuity	Number of options ¹			Number of Warrants ²			Weighted average exercise price ($/option)
Balance December 31, 2023		37,600			8,555,000		0.45
Exercised		(37,600	)		–		0.29
Balance December 31, 2024		–			8,555,000		0.45
		–			(1,837,500	)	0.45
Balance June 30, 2025		–			6,717,500		0.45

	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 0.46 (December 31, 2024 – 0.95) years as they expire on December 14, 2025.

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		(1,672,700	)	0.46
Balance June 30, 2025		16,247,300		1.06

Period	Number of options		Weighted average exercise price ($/option)		Weighted average market share price on exercise ($/option)
January 2025		110,000		0.41		0.97
February 2025		241,000		0.41		1.00
March 2025		313,700		0.41		1.19
April 2025		144,000		0.41		1.57
May 2025		74,000		0.41		1.43
June 2025		790,000		0.51		1.83
		1,672,700		0.46		1.49

		June 30, 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		9,602,300		9,602,300	2.13		11,224,000		11,224,000	2.63
	2.01		6,645,000		6,645,000	0.05		6,696,000		6,696,000	0.55
Total			16,247,300		16,247,300			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		32,475	0.38
Balance June 30, 2024		502,822	0.58
Granted		33,574	0.44
Balance December 31, 2024		536,396	0.57
Granted		21,898	1.12
Balance June 30, 2025		558,294	0.59

Input/Assumption	June 30			December 31
	2025			2024
Share price on valuation date	US$1.340			US$0.582
Volatility		94.2272	%		95.3360	%
Strike price on conversion	US$0.3557			US$0.3557
Time to expiration	3,093 days			3,274 days
Risk free interest rate		4.174	%		4.447	%
Dividend Yield	Nil%			Nil%

	June 30		December 31
Payables to related parties	2025		2024
Key management personnel ("KMP") (a)	$	52	$	48
HDSI (b)		183		219
RSU Liabilities (note 6(e))		413		–
Total	$	648	$	267

	Three months				Six months
Transaction	2025		2024		2025		2024
Compensation
Amounts paid and payable to HDSI for services of KMP employed by HDSI ¹	$	510	$	505	$	1,050	$	972
Amounts paid and payable to KMP ²		510		498		1,039		1,035
		1,020		1,003		2,089		2,007
Share-based compensation ³		303		7		438		12
Total compensation	$	1,323	$	1,010	$	2,527	$	2,019

	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)).

	Three months				Six months
Transactions	2025		2024		2025		2024
Services rendered by HDSI:
Technical ¹
Engineering	$	68	$	46	$	139	$	100
Environmental		15		–		47		9
Other technical services		11		2		24		6
		94		48		210		115
General and administrative
Management, consulting, corporate communications, secretarial, financial and administration		616		618		1,323		1,250
Shareholder communication		146		149		292		305
		762		767		1,615		1,555

Total for services rendered		856		815		1,825		1,670

Reimbursement (refund) of third-party expenses
Conferences and travel		111		24		171		130
Insurance		–		2		74		74
Office supplies and information technology ²		128		126		303		320
Total reimbursed		239		152		548		524

Total	$	1,095	$	967	$	2,373	$	2,194

	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 of $49 (2024 – $49) and $97 (2024 – $97). The Group signed an office use agreement effective May 1, 2021, for a five-year term ending April 29, 2026. As of June 30, 2025, the remaining undiscounted commitment was $88 (note 14(d)).

The following summarizes lease liabilities for the reporting periods indicated:

		June 30			December 31
	Lease liabilities	2025			2024
	Beginning balance	$	724		$	464
	Interest expense		38			65
	Lease payments		(121	)		(211	)
	Lease recognition		–			52
	Modification of lease term		–			305
	Foreign currency translation difference		(36	)		49
	Ending balance		605			724

	Current portion		164			176
	Non-current portion		441			548
	Total	$	605		$	724

The following table provides the schedule of undiscounted lease liabilities as of June 30, 2025:

	Period payable				Total
	Less than one year				$	223
	One to three years					339
	Three to five years					173
	Total undiscounted lease liabilities				$	735

The Group had no short-term lease commitments for the three and six months ended June 30, 2025 and 2024.

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
	2025		2024		2025		2024
Engineering	$	56	$	52	$	1,078	$	984
Environmental		111		118		238		221
Property fees		2		1		2		1
Site activities		452		361		609		595
Socio-economic		599		369		1,291		834
Transportation		33		–		33		10
Other activities and travel		8		8		43		27
Total	$	1,261	$	909	$	3,294	$	2,672

G&A	Three months				Six months
	2025		2024		2025		2024
Conference and travel	$	281	$	50	$	587	$	359
Consulting		165		128		364		255
Depreciation of right-of-use assets		27		26		55		52
Insurance		503		710		993		1,363
Office costs, including information technology		176		184		371		389
Management and administration		903		847		1,825		1,741
Shareholder communication		348		375		563		589
Trust and filing		66		17		311		200
Total	$	2,469	$	2,337	$	5,069	$	4,948

	June 30		December 31
Exposure	2025		2024
Interest, refundable deposits, and other receivables	$	50	$	103
Restricted cash		949		984
Cash and cash equivalents		25,162		16,142
Total exposure	$	26,161	$	17,229

	·	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)	Legal Proceedings

15.	EVENTS AFTER THE REPORTING PERIOD

(a)	Options and Warrants Exercised

1.1	DATE			3
1.2	OVERVIEW			9
	1.2.1	PEBBLE PROJECT		12
		1.2.1.1	PROJECT BACKGROUND AND STATUS	12
		1.2.1.2	CWA PERMITTING PROCESS	13
		1.2.1.3	EPA PROPOSED AND FINAL DETERMINATIONS	15
		1.2.1.4	TECHNICAL PROGRAMS	18
		1.2.1.5	SOCIOECONOMIC	18
	1.2.2	LEGAL MATTERS		19
	1.2.3	FINANCINGS		20
	1.2.4	MARKET TRENDS		22
1.3	SELECTED ANNUAL INFORMATION			22
1.4	SUMMARY AND DISCUSSION OF QUARTERLY RESULTS			23
1.5	RESULTS OF OPERATIONS			24
	1.5.1	RESULTS OF OPERATIONS – THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024 VERSUS 2023		24
	1.5.2	FINANCIAL POSITION AS AT DECEMBER 31, 2024 VERSUS DECEMBER 31, 2023		25
	1.5.3	PLAN OF OPERATIONS		25
1.6	LIQUIDITY			26
1.7	CAPITAL RESOURCES			28
1.8	OFF-BALANCE SHEET ARRANGEMENTS			28
1.9	TRANSACTIONS WITH RELATED PARTIES			28
1.10	FOURTH QUARTER			29
1.11	PROPOSED TRANSACTIONS			29
1.12	CRITICAL ACCOUNTING ESTIMATES			29
1.13	CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION			30
1.14	FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS			30
1.15	OTHER MD&A REQUIREMENTS			31
	1.15.1	DISCLOSURE OF OUTSTANDING SHARE DATA		32
	1.15.2	DISCLOSURE CONTROLS AND PROCEDURES		32
	1.15.3	MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")		32
	1.15.4	LIMITATIONS OF CONTROLS AND PROCEDURES		32
	1.15.5	RISK FACTORS		33
	1.15.6	QUALIFIED PERSONS		43
	1.15.7	U.S. SECURITIES MATTERS		43

Abbreviations commonly used in this MD&A:
2020 Project Plan	The project plan as defined under the updated Project Description, as described in the final environmental impact statement for the Pebble Project
2020 ROD	The Record of Decision issued by the USACE on November 20, 2020, denying the permit application of the Pebble Partnership under Section 404 of the CWA
2023 PEA	The NI 43-101 technical report entitled, Pebble Project, NI 43-101 Technical Report Update and Preliminary Economic Assessment, Alaska, United States of America, Effective Date: August 21, 2023 Amended & Restated Report Date: September 18, 2023 by Robin Kalanchey, P.Eng., Ausenco Engineering Canada Inc., Scott Weston, P. Geo., Ausenco Sustainability Inc., Graeme Roper, P. Geo., Tetra Tech Canada Inc., Greg Z. Mosher, P. Geo., Tetra Tech Canada Inc., Hassan Ghaffari, P.Eng., Tetra Tech Canada Inc., Sabry Abdel Hafez, PhD, P.Eng., Worley Canada Services Ltd., Les Galbraith, P.Eng., P.E., Knight Piésold Ltd., Stuart J. Parks, P.E., NANA Worley, James Wescott Bott, P.E., HDR Alaska Inc., Steven R. Rowland, P.E., RECON LLC
2024 ROD	The record of decision issued by the USACE on April 15, 2024, denying the permit on the basis that the Pebble Project and portions of the required transportation and pipeline corridor fall within the "defined areas for prohibition" and the "defined area for restriction" in the EPA’s Final Determination, as described in detail below under 1.2.1.2 CWA Permitting Process
2025 Executive Order	The executive order of President Trump dated January 20, 2025 entitled “Unleashing Alaska’s Extraordinary Resource Potential”
Administrative Appeal Decision	The administrative appeal decision of the USACE dated April 24, 2023, issued in respect of the appeal by the Pebble Partnership of the Alaska District’s 2020 ROD of the Pebble Partnership’s permit application under Section 404 of the CWA
Alaska District	The Alaska District of the USACE
CMP	Compensatory Mitigation Plan for the Pebble Project submitted by the Pebble Partnership to the USACE under the CWA permitting process
Convertible Notes	The Convertible Notes issued in connection with the December 2023 Convertible Note financing, as described in Section 1.2.3
CWA	U.S. Clean Water Act
EIS	Environmental Impact Statement
EPA	U.S. Environmental Protection Agency
Final Determination	The final determination of the EPA issued on January 30, 2023, under the CWA
June 2020 Revised Project Application	The revised permit application submitted to the USACE under NEPA in June 2020
NEPA	The United States National Environmental Policy Act

Abbreviations commonly used in this MD&A:
NI 43-101	National Instrument 43-101, a national instrument in Canada for Standards of Disclosure for Mineral Projects
Original Proposed Determination	The original proposed determination issued by the Regional Administrator of the EPA Region 10 under Section 404(c) of the CWA in respect of the Pebble Project published in July 2014
Pebble Partnership or PLP	The Pebble Limited Partnership, an Alaskan registered limited partnership wholly owned by the Company
Pebble Deposit	The copper, gold, molybdenum, silver and rhenium mineral deposit located in southwest Alaska on the mining claims and leasehold interests of the Pebble Partnership
Pebble Project	The development of a mine producing copper, gold, molybdenum, silver and rhenium metals from the Pebble Deposit
Project Description	The production plan and corresponding project configuration for the development of the Pebble Project, as presented in the original December 2017 Permit Application, subsequently amended, and reflected in the final EIS.
Proposed Project	The development of the Pebble Project in accordance with the Project Description
PIR	Public Interest Review under the CWA permitting process
Remand Process	The remand process ordered by the USACE Pacific Ocean Division under its Administrative Appeal Decision on April 25, 2023, under which the Alaska District of the USACE was ordered to re-evaluate specific issues relating to the ROD
Revised Proposed Determination	The revised proposed determination issued by the Regional Administrator of the EPA under Section 404(c) of the CWA in respect of the Pebble Project published in May 2022
ROD	A record of decision issued by the USACE in connection with the permitting process under Section 404 of the CWA
Royalty Agreement	The royalty agreement, dated July 26, 2022, between the Pebble Partnership, together with certain other wholly owned subsidiaries of the Pebble Partnership, and the royalty holder, as subsequently amended (refer 1.2.3 Financings)
Royalty Holder	The holder of a royalty granted under the Royalty Agreement
SEC	The U.S. Securities and Exchange Commission.
U.S.	United States
USACE	U.S. Army Corps of Engineers

	·	our goal regarding the potential for securing the necessary permitting for the Pebble Project and our ability to establish that such a permitted mine can be economically developed;

	·	the success of (i) the action that has commenced in the U.S. federal court challenging the EPA’s actions and the 2020 ROD and the 2024 ROD issued by USACE in connection with the EPA’s Final Determination to prevent the Company and the Pebble Partnership from building a mine at the Pebble Project and our related litigation approach, (ii) any summary judgement proceedings taken in connection with this action; and (iii) our action in the U.S. federal court asserting that the Final Determination constitutes an unconstitutional "taking" of property;

	·	if the challenge to the EPA’s Final Determination and the USACE’s 2020 ROD and 2024 ROD are successful, our ability to obtain the issuance of a positive final ROD under section 404 of the CWA and obtain other federal and state permits required for the Pebble Project, including under the CWA, the NEPA, and relevant legislation;

	·	any actions that may be taken by the EPA further to the 2025 Executive Order;

	·	the outcome of the U.S. government investigation involving the Company;

	·	our plan of operations, including our plans to carry out and finance exploration and development activities and our budget for planned expenditures to be carried out during 2025;

	·	our ability to raise capital for the exploration, permitting and development activities and meet our working capital requirements;

	·	our expected financial performance in future periods;

	·	our expectations regarding the exploration and development potential of the Pebble Project;

	·	the outcome of the legal proceedings in which we are engaged;

	·	the contribution of the Pebble Project to the U.S. federal, state and regional economies;

	·	that any additional prepayment investments will be made in connection with our gold and silver production Royalty Agreement (as defined above and as further described in 1.2.3 Financings below) for the Pebble Project;

	·	uncertainties related to the conflicts in Ukraine and the Middle East; and

	·	factors relating to our investment decisions.