VANCOUVER, Jan. 26, 2017 /CNW/ - Northern Dynasty Minerals Ltd.
(TSX: NDM; NYSE MKT: NAK) ("Northern Dynasty" or the "Company") is pleased to report that it has closed its
previously announced bought deal offering, including the exercise in full of the Underwriters' over-allotment option (the
"Offering"). A total of 20.24 million common shares of the Company were sold at a price of US$1.85 per share for gross proceeds of US$37.444 million. The Offering was
completed pursuant to an underwriting agreement dated January 12, 2017 among the Company and Cantor
Fitzgerald Canada Corporation, TD Securities Inc. and BMO Capital Markets, as co-lead underwriters and joint bookrunners, and
Canaccord Genuity Corp., CIBC World Markets Inc. and Haywood Securities Inc., as co-managers (collectively, the
"Underwriters"). The Company paid a 5% commission to the Underwriters.
The proceeds of the Offering are anticipated to be used by the Company for (i) advancement of the Company's multi-dimensional
strategy to address the pre-emptive regulatory action of the U.S. Environmental Protection Agency under Section 404 (c) of the
Clean Water Act; (ii) preparation of the Pebble Project for the initiation of federal and state permitting under the U.S.
National Environmental Policy Act; (iii) environmental monitoring, engineering and environmental studies, field investigations
and related technical studies to finalize a proposed development plan for the Pebble Project, (iv) enhanced outreach and
engagement with political and regulatory offices in the Alaska state and U.S. federal government and among Alaska Native partners
and broader regional and state-wide stakeholder groups, (v) Alaskan corporate, tenure and site maintenance, (vi) general
corporate purposes, and (vii) working capital requirements.
The Offering was completed by way of a prospectus filed in all of the provinces of Canada,
other than Québec, and was offered in the United States pursuant to a prospectus filed as part
of an effective registration statement on Form F-10 filed with the United States Securities and Exchange Commission under the
Canada/U.S. multi-jurisdictional disclosure system. This press release does not and shall
not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of the
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state or jurisdiction. The securities being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus or the
registration statement.
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada.
Northern Dynasty's principal asset is the Pebble Project in southwest Alaska, USA, an initiative
to develop one of the world's most important mineral resources.
Ronald W. Thiessen
President & CEO
Forward Looking Information and other Cautionary Factors
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, and
"forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively referred to as "forward-looking information"). The use of any of the words "expect", "plan", "update" and similar
expressions are intended to identify forward-looking information or statements. These statements include expectations about
the use of net proceeds of the Offering, the success of the Company's multi-dimensional strategy to address the pre-emptive
action of the EPA, the ability of the Company to proceed with permit applications for the development of the Pebble Project and
the ability of the Company to obtain the necessary federal and state permits for the development of the Pebble Project. Though
the Company believes the expectations expressed in its forward-looking statements are based on reasonable assumptions, such
statements are subject to future events and third party discretion such as regulatory approval. For more information on the
Company, and the risks and uncertainties connected with its business, Investors should review the Company's home jurisdiction
filings at www.sedar.com and its filings with the United
States Securities and Exchange Commission at www.sec.gov.
SOURCE Northern Dynasty Minerals Ltd.
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