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6-K 1 ndm_6k.htm FORM 6-K ndm_6k.htm

 

  

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 May 2025

 

Commission File No. 001-32210

 

NORTHERN DYNASTY MINERALS LTD.

(Translation of registrant's name into English)

 

14th 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 ☒

 

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)  ☐

 






 

SUBMITTED HEREWITH

 

Exhibits

 

Description

99.1

 

Press Release

 

 
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SIGNATURES

 

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.

 

 

(Registrant)

 

 

 

 

 

Date: May 27, 2025

By:

 /s/ Trevor Thomas

 

 

By:

Trevor Thomas

 

 

Title:

Secretary and General Counsel

 

 

 
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EX-99.1 2 ndm_ex991.htm PRESS RELEASE ndm_ex991.htm

EXHIBIT 99.1

 

 

 

Northern Dynasty Reminds Shareholders of Upcoming Annual Meeting

& Announces Amendment to Proposed Deferred Share Unit Plan

 

May 27, 2025, Vancouver, BC – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern Dynasty" or the "Company") reminds shareholders of the upcoming deadline to vote at the Company’s Annual General Meeting (the "Meeting"), which is scheduled to be held on June 19, 2025.

 

The Board of Directors of Northern Dynasty recommends that Shareholders vote FOR ALL proposed items

 

At the Meeting, shareholders will be asked to vote on the following agenda items for the ensuing year:

 

 

1.

elect the board of directors;

 

2.

appoint the auditor;

 

3.

approve the Company’s amended Share Option Plan;

 

4.

re-approve the amended Company’s Deferred Share Unit Plan; and

 

5.

re-approve the Company’s Shareholder Rights Plan.

 

Meeting Details

 

Northern Dynasty will hold the Meeting on June 19, 2025, at 10:00 a.m. (Pacific Time) at the offices of the Company at 14th Floor 1040 West Georgia Street, Vancouver.

 

Please visit the Company’s website complete details and links to all relevant documents ahead of the Meeting at the link below:

 

https://northerndynastyminerals.com/investors/agm/.

 

Questions & Voting

 

If you have questions about the meeting matters or require voting assistance, please contact Northern Dynasty‘s proxy solicitation agent, Laurel Hill Advisory Group at:

 

North American Toll Free: 1-877-452-7184 (1-416-304-0211 outside North America)

Email: assistance@laurelhill.com

 

Proposed Deferred Share Unit Plan Amendment

 

In order to bring the Company's Amended Deferred Share Unit (“DSU”) Plan (“DSU Plan”) within the guidelines established by Institutional Shareholder Services Inc. (ISS), it will propose a further amendment to the DSU Plan to be presented to its shareholders at its June 19, 2025 annual shareholders meeting.

 

The  amendment to the DSU Plan from that disclosed in the Company’s Information Circular involves a restriction in Section 7.1 on amending Sections 6.2 and 6.4(c) of the DSU Plan without first obtaining shareholder approval.  Sections 6.2 and 6.4(c) of the DSU Plan limit the value of shares issuable under the DSU Plan to each non-employee director as follows:  (a) $100,000 in any twelve-month period in the form of DSUs granted under the DSU Plan; and (b) $150,000 in any twelve-month period when combined with the value of shares issuable to the non-employee director pursuant to all grants under all of the Company’s other share compensation arrangements during the twelve-month period, without first obtaining shareholder approval. Accordingly, no amendments to these limits set out in Sections 6.2 and 6.4(c) of the DSU Plan will be permitted without shareholder approval. Adoption of the DSU Plan is subject to shareholder approval and acceptance by the Toronto Stock Exchange.

 

A copy of the proposed DSU plan can be found under Northern Dynasty’s profile on SEDAR+ (www.sedarplus.ca). Additionally, a redline version of the proposed DSU plan is available on the Company’s Meeting website at https://northerndynastyminerals.com/investors/agm/.

 

 






 

 

About Northern Dynasty Minerals Ltd.

 

Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project.

 

For further details on Northern Dynasty and the Pebble Project, please visit the Company's website at www.northerndynastyminerals.com or contact Investor services at (604) 684-6365 or within North America at 1- 800-667-2114. Review public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project in Canada at www.sedarplus.ca and in the United States at www.sec.gov.

 

Ronald W. Thiessen

President & CEO

 

U.S. Media Contact:

Dan Gagnier, Gagnier Communications (646) 569-5897

 

Forward Looking Information and other Cautionary Factors

This release includes certain statements that may be deemed "forward-looking statements" under the United States Private Securities Litigation Reform Act of 1995 and under applicable provisions of Canadian provincial securities laws. All statements in this release, other than statements of historical facts are forward-looking statements.

 

For more information on the Company, Investors should review the Company's filings with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca.

 

 

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