800 West Pender Street, Suite 1020
Vancouver, British Columbia
Canada V6C 2V6
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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: November 26, 2004
Print the name and title of the signing officer under his signature.
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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
NORTHERN DYNASTY EXERCISES PURCHASE OPTIONS ON PEBBLE PROJECT
November 26, 2004, Vancouver, BC - Ronald W. Thiessen, President and
CEO of Northern Dynasty Minerals Ltd. (TSX Venture: NDM; AMEX: NAK) is pleased
to announce that Northern Dynasty has exercised its principal option rights
in respect of the Pebble Gold-Copper-Molybdenum Project, located in southwestern
Alaska, USA. The Pebble Project consists of the Resource Lands which host
the 2.74 billion tonne gold-copper-molybdenum inferred resource of which Northern
Dynasty can acquire up to 100%, and the surrounding Exploration Lands that
host several porphyry gold-copper-molybdenum prospects and gold occurrences
of which Northern Dynasty can acquire at least 50%, as described below. The
Pebble Deposit is the focus of a comprehensive program of drilling, engineering
and environmental work designed to complete a feasibility study and an environmental
impact statement in 2005 for a large-scale open pit mining operation.
By exercising the options, Northern Dynasty has acquired an initial 80% interest
in the Resource Lands by issuing 1.77 million Northern Dynasty common shares
to Teck Cominco American Inc. ("Teck Cominco"). These shares represent
the adjusted final payment of US$9.94 million which was required to be made
by November 30th, 2004 under Northern Dynasty's 2001 option agreement
with Teck Cominco. Under the option agreement, Teck Cominco has the right,
exercisable within 180 days, to require Northern Dynasty to manage the liquidation
of these shares over a period of up to two years, with any surplus proceeds
over US$9.94 million credited back to Northern Dynasty and any shortfall from
that figure is required to be made up in cash or shares by Northern Dynasty.
Northern Dynasty has also exercised its option to acquire 50% of Teck Cominco's
interests in the Exploration Lands. Teck Cominco has 90 days to elect to form
a 50-50 joint venture on the Exploration Lands or sell its 50% interest in
the Exploration Lands to Northern Dynasty for US$4 million, in cash or shares
at Northern Dynasty's election, and it will then retain a 5% after-pay-back
net profits interest in any mine located on the Exploration Lands. Any shares
issued will be subject to the same liquidation management provisions as the
1.77 million shares. Northern Dynasty has completed more than 60,000 feet
of drilling on the Exploration Lands as required under the agreement to exercise
the option.
As a consequence of exercising the Teck Cominco options, Northern Dynasty
also has a 90 day period to elect whether to also acquire the 20% carried
interest in the Pebble Project held by a related party for share consideration
equal to the independently appraised value of the 20% interest. Northern Dynasty
has formed a special committee of four disinterested directors to make the
acquisition determination, to either acquire the 20% or form an 80:20 joint
venture with the related party. Depending on the election of Teck Cominco,
the joint venture may also include Teck Cominco in the Exploration Lands portion
of the Pebble Project. In summary, Northern Dynasty will hold either 80% or
100% of the Resource Lands in its sole discretion and will own not less than
40% and up to 100% of the Exploration Lands dependent on the decisions of
its special committee and Teck Cominco.
For further details on Northern Dynasty and the Pebble project please visit
the Company's website at www.northerndynasty.com or contact Investor Services
at (604) 684-6365 or within North America at 1-800-667-2114. Review Northern
Dynasty's Canadian public filings at www.sedar.com and US public filings
at www.sec.gov.
ON
BEHALF OF THE BOARD OF DIRECTORS
/s/ Ronald W. Thiessen
Ronald W. Thiessen
President and CEO
No exchange or regulatory authority has approved or disapproved the information
contained in this news release.
This release refers to an inferred mineral resource estimate
which is not to be interpreted as a mineral reserve of any kind under either
Canadian or US disclosure rules. Any determination that the Pebble Project
mineralization constitutes a reserve will require extensive additional exploration
and metallurgical work as well as mine permitting and construction. There
is no assurance that the resource will ever be classified as a reserve or
that commercial mining will ever take place on it. The additionally required
exploration and development work will need large additional funding which
may not be available to the Northern Dynasty on acceptable terms or upon any
terms at all. For more information on the Company and the risk factors inherent
in its business, investors should review the Company's annual Form on
20F filing with the United States Securities Commission and its home jurisdiction
filings that are available at www.sedar.com.