800
West Pender Street, Suite 1020
Vancouver, British Columbia
Canada V6C 2V6
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under cover Form 20-F or Form 40-F.
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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.
By: /s/ Jeffrey R. Mason
Director and Chief Financial Officer
Date: June 27, 2006
Print the name and title of the signing officer under his signature.
-------------------
Northern Dynasty Minerals Ltd.
1020 - 800 W Pender St.
Vancouver BC
Canada V6C 2V6
Tel 604 684-6365
Fax 604 684-8092
Toll Free 1 800 667-2114
http://www.northerndynasty.com
KENNECOTT TO ACQUIRE 9.9% OF NORTHERN DYNASTY
June
27, 2006, Vancouver, B.C. - Northern Dynasty Minerals Ltd. (AMEX:NAK;
TSX Venture: NDM), announces that Kennecott Canada Exploration Inc., an affiliate
of international mining company Rio Tinto plc, has signed an agreement to
purchase 8,745,845 Northern Dynasty shares at C$10 each for aggregate proceeds
of C$87,458,450. This investment will give Kennecott approximately a 9.9%
interest in Northern Dynasty's issued share capital and does not involve
any direct property rights. Northern Dynasty is developing the world class
Pebble Copper-Gold-Molybdenum Project in southwestern Alaska, USA.
The share purchase agreement also provides Kennecott with a right of first
refusal to participate in up to 50% of future share placements by Northern
Dynasty, subject to customary exceptions, until Kennecott reaches 19.9% of
Northern Dynasty's outstanding share capital. The right thereafter continues
as a 19.9% right until Kennecott either fails to take up any offered allotment
or the fifth anniversary of the agreement, whichever occurs first.. Kennecott
also has the right to second up to three technical advisors to complement
Northern Dynasty's project management team. Kennecott is based in North
America and is part of the Rio Tinto group. Rio Tinto is a world leader in
the mining industry.
Completion
of the share purchase agreement is unconditional, except for customary closing
deliveries and normal course acceptances by securities regulatory authorities
at the American Stock Exchange and TSX Venture Exchange. The common shares
purchased will be subject to a four-month resale restricted period in Canadian
jurisdictions and subject to Rule 144 restrictions in the United States.
Northern Dynasty Minerals Ltd is the parent company of Northern Dynasty Mines
Inc., a US company that is advancing the Pebble Project towards permitting
and operations. The copper, gold and molybdenum resources of the estimated
4.1 billion tonne, open pit style Pebble West deposit and the estimated 1.8
billion tonne, underground style Pebble East deposit rank with the most important
metal accumulations in the world. The Pebble East deposit, discovered in 2005,
is open to further expansion and multi-rig, step out drilling recently commenced.
Northern Dynasty has been engaged in comprehensive engineering, environmental
and socioeconomic studies on the Pebble West deposit since 2004. Northern
Dynasty is currently expanding this work to include the Pebble East deposit
in order to create an integrated development plan for the Project.
ON BEHALF OF THE BOARD OF DIRECTORS
Ronald
W. Thiessen
President & CEO
Forward Looking and other Cautionary Information
Neither
the TSX Venture Exchange nor any other regulatory authority accepts responsibility
for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address completion of financings,
possible future mining, exploration and development activities, are forward-looking
statements. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements
should not be in any way construed as guarantees of future performance and
actual results or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially from
those in forward-looking statements include market prices for metals, the
need for permits and approvals, the conclusions of detailed feasibility and
technical analyses, lower than expected grades and quantities of resources,
mining rates and recovery rates and the lack of availability of necessary
capital, which may not be available to the Company on terms acceptable to
it or at all. The Company is subject to the specific risks inherent in the
mining business as well as general economic and business conditions. For more
information on the Company, Investors should review the Company's annual
Form 20-F filing with the United States Securities Commission and its home
jurisdiction filings that are available at www.sedar.com.