Northern Dynasty Minerals Ltd. Nov. 2 said it has reached a definitive agreement to acquire full ownership of Mission Gold Ltd., a Vancouver, B. C.-based exploration company with roughly C$9 million in cash and full ownership of the Alto Parana titanium project in Paraguay.

Selling Alto Parana to a third party on terms acceptable to Northern Dynasty was a condition of a preliminary agreement entered in October.

The transaction will be implemented by way of a statutory plan of arrangement.

Each common share of Mission Gold will be exchanged for 0.55 shares of Northern Dynasty - Mission Gold currently has roughly 50 million shares issued and outstanding - subject to adjustment in the event that Mission Gold's working capital is less than an agreed minimum amount.

Each outstanding Mission Gold warrant will be exchanged pursuant to the plan of arrangement for a warrant to acquire one Northern Dynasty common share at an exercise price increased to 110 percent of the applicable existing Mission Gold warrant exercise price and having the same expiry date as the original warrant term.

One nominee of Mission Gold will be appointed to the board of directors of Northern Dynasty at closing.

As part of the transaction, Mission Gold has made a secured loan facility of up to C$8.4 million available to Northern Dynasty.

The facility has a term of six months, provided that if the agreement is terminated due to a breach by Northern Dynasty, the facility will be repayable 30 days from the date of termination.

Northern Dynasty also has entered into standard lock-up agreements with certain security holders of Mission Gold, including with holders of about 49 percent of the outstanding common shares of Mission Gold to vote in favor of the transaction.

Mission Gold directors have received an oral opinion from its financial advisor that the transaction is fair, from a financial point of view, to the security-holders of Mission Gold.

Author Bio

Shane Lasley, Publisher

Over his more than 16 years of covering mining and mineral exploration, Shane has become renowned for his ability to report on the sector in a way that is technically sound enough to inform industry insiders while being easy to understand by a wider audience.

• Email: [email protected]
• Phone: (907) 726-1095
• https://www.linkedin.com/in/shane-lasley-ab073b12/