Northern Dynasty Minerals Ltd (Northern Dynasty) has entered into an agreement dated 12 March 2019 with Cantor Fitzgerald Canada Corporation, as lead underwriter and sole bookrunner, on behalf of itself and a syndicate of underwriters including BMO Capital Markets, H.C. Wainwright & Co., LLC. and TD Securities Inc. (collectively, the Underwriters) to purchase, on a bought deal basis, 15 625 000 common shares of the company (the Offered Shares) at the price of US$0.64 per Offered Share (the Issue Price) for aggregate gross proceeds of US$10 million (the Offering).
In addition, the company has agreed to grant to the Underwriters an over-allotment option (the OverAllotment Option) exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase up to an additional 2 343 750 Offered Shares at the Issue Price for a period of up to 30 days after the closing of the Offering for potential additional gross proceeds to the company of up to US$1.5 million. The company has agreed to pay the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option. The Offering is expected to close on or about 18 March 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the NYSE American.
Proceeds of the Offering are anticipated to be used for (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble project and the advancement of completion of the United States Army Corps of Engineers Environmental Impact Study, (ii) enhanced outreach and engagement with political and regulatory offices in the Alaska state and US federal government, Alaska Native partners and broader regional and state-wide stakeholder groups, and (iii) for general corporate purposes. It remains the company’s goal to partner the Pebble project. The Offering will be made by way of a prospectus supplement (the Prospectus Supplement) to the company’s existing Canadian base shelf prospectus (the Base Shelf Prospectus) and related US registration statement on Form F-10 (SEC File No. 333-229262) (theRegistration Statement). The US form of Base Shelf Prospectus is included in the Registration Statement. The Prospectus Supplement has been filed with the securities commissions in each of the provinces of Canada (other than Québec) and the US Securities and Exchange Commission (the SEC).
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