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Northern Dynasty: Third Tranche of Amended Royalty Agreement Completed with Receipt of US$12 Million

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Northern Dynasty Minerals (NAK) has received the third tranche payment of $12 million under its amended royalty agreement, bringing the total investment to $36 million out of a possible $60 million. The royalty holder gains rights to an additional 2% of payable gold production and 6% of payable silver production from the Pebble Project with this payment. The agreement was further amended to extend deadlines, with the fourth tranche due by September 30, 2025, and if completed, the final tranche can be invested by December 31, 2025. The maximum royalty rates remain at 10% for gold and 30% for silver production. The extension was granted in exchange for early payment of the third tranche.
Northern Dynasty Minerals (NAK) ha ricevuto il terzo pagamento di tranche di 12 milioni di dollari nell'ambito del suo accordo di royalty modificato, portando l'investimento totale a 36 milioni di dollari su un massimo possibile di 60 milioni. Con questo pagamento, il detentore della royalty ottiene diritti su un ulteriore 2% della produzione di oro pagabile e sul 6% della produzione di argento pagabile del Progetto Pebble. L'accordo è stato ulteriormente modificato per estendere le scadenze, con la quarta tranche prevista entro il 30 settembre 2025 e, se completata, l'ultima tranche potrà essere investita entro il 31 dicembre 2025. Le aliquote massime di royalty rimangono al 10% per l'oro e al 30% per la produzione di argento. L'estensione è stata concessa in cambio del pagamento anticipato della terza tranche.
Northern Dynasty Minerals (NAK) ha recibido el tercer pago de tramo de 12 millones de dólares bajo su acuerdo de regalías modificado, elevando la inversión total a 36 millones de dólares de un máximo posible de 60 millones. Con este pago, el titular de la regalía adquiere derechos sobre un 2% adicional de la producción pagadera de oro y un 6% de la producción pagadera de plata del Proyecto Pebble. El acuerdo fue modificado nuevamente para extender los plazos, con el cuarto tramo previsto para el 30 de septiembre de 2025 y, si se completa, el tramo final podrá invertirse antes del 31 de diciembre de 2025. Las tasas máximas de regalías se mantienen en 10% para el oro y 30% para la producción de plata. La extensión fue concedida a cambio del pago anticipado del tercer tramo.
Northern Dynasty Minerals(NAK)는 수정된 로열티 계약에 따라 1,200만 달러의 세 번째 분할금 지급을 받았으며, 총 투자액은 최대 6,000만 달러 중 3,600만 달러에 이릅니다. 이번 지급으로 로열티 보유자는 Pebble 프로젝트에서 추가로 지불 가능한 금 생산량의 2%와 은 생산량의 6%에 대한 권리를 확보하게 되었습니다. 계약은 마감일을 연장하도록 추가 수정되었으며, 네 번째 분할금은 2025년 9월 30일까지 지급되어야 하고, 완료될 경우 마지막 분할금은 2025년 12월 31일까지 투자할 수 있습니다. 금과 은 생산에 대한 최대 로열티 비율은 각각 10%와 30%로 유지됩니다. 연장은 세 번째 분할금의 조기 지급과 교환으로 허용되었습니다.
Northern Dynasty Minerals (NAK) a reçu le troisième versement de tranche de 12 millions de dollars dans le cadre de son accord de redevance modifié, portant l'investissement total à 36 millions de dollars sur un maximum possible de 60 millions. Ce paiement confère au détenteur de la redevance des droits sur 2 % supplémentaires de la production payable d'or et 6 % de la production payable d'argent du projet Pebble. L'accord a été modifié à nouveau pour prolonger les échéances, la quatrième tranche devant être versée d'ici le 30 septembre 2025, et si elle est complétée, la tranche finale pourra être investie avant le 31 décembre 2025. Les taux maximum de redevance restent fixés à 10 % pour l'or et 30 % pour la production d'argent. Cette extension a été accordée en échange du paiement anticipé de la troisième tranche.
Northern Dynasty Minerals (NAK) hat die dritte Tranche von 12 Millionen US-Dollar im Rahmen seiner geänderten Lizenzvereinbarung erhalten, womit die Gesamtinvestition auf 36 Millionen US-Dollar von möglichen 60 Millionen steigt. Mit dieser Zahlung erhält der Lizenzinhaber Rechte an zusätzlichen 2 % der zahlbaren Goldproduktion und 6 % der zahlbaren Silberproduktion des Pebble-Projekts. Die Vereinbarung wurde weiter geändert, um Fristen zu verlängern; die vierte Tranche ist bis zum 30. September 2025 fällig, und wenn diese abgeschlossen ist, kann die letzte Tranche bis zum 31. Dezember 2025 investiert werden. Die maximalen Lizenzsätze bleiben bei 10 % für Gold und 30 % für Silberproduktion. Die Verlängerung wurde im Austausch für die frühzeitige Zahlung der dritten Tranche gewährt.
Positive
  • Received $12 million in funding through third tranche payment
  • Total investment received has reached $36 million out of $60 million possible
  • Successfully negotiated extension of payment deadlines for remaining tranches
  • Maintained original aggregate purchase price and maximum royalty rates
Negative
  • Company is selling future gold and silver production rights, potentially reducing future revenue
  • Each tranche increases royalty obligations, affecting future profitability
  • Dependence on royalty holder to complete remaining $24 million in tranches

Insights

Northern Dynasty secures $12M third tranche payment, bringing total royalty investment to $36M with amended terms providing extended funding flexibility.

Northern Dynasty Minerals has received a $12 million payment representing the third tranche investment under its amended royalty agreement. This payment brings the total investment from the Royalty Holder to $36 million out of a possible $60 million available under the agreement.

The company and the Royalty Holder have further amended the agreement to provide greater flexibility for future payments. Key modifications include extending the deadline for the remaining two $12 million tranches from July 26, 2025, to September 30, 2025. Additionally, if the fourth tranche is completed by the new deadline, the Royalty Holder will have until December 31, 2025, to complete the fifth and final tranche.

Each completed tranche grants the Royalty Holder rights to 2% of payable gold production and 6% of payable silver production from the Pebble Project. The maximum potential royalty remains unchanged at 10% of gold and 30% of silver production.

This early payment before the original July deadline demonstrates continued investor confidence in the Pebble Project despite its controversial history. The amended payment schedule provides Northern Dynasty with more predictable near-term funding while giving the Royalty Holder extended timeframes to complete the remaining $24 million investment.

For Northern Dynasty, this infusion of capital strengthens its financial position while it continues to navigate the complex regulatory environment surrounding the Pebble Project. The company's ability to secure this funding speaks to ongoing investor interest in the project's substantial mineral resources, despite the significant permitting challenges it has faced.

VANCOUVER, BC / ACCESS Newswire / June 2, 2025 / Northern Dynasty Minerals Ltd. (TSX:NDM)(NYSE American:NAK) ("Northern Dynasty" or the "Company") reports it has received payment of $12 million representing the third tranche investment under the Company's royalty agreement dated July 26, 2022, as amended (the "Royalty Agreement"). Concurrent with the completion of the investment, the Company and the royalty investor (the "Royalty Holder") agreed to further amend the terms of the Royalty Agreement (the "Second Amendment") to increase flexibility of payment installments and to extend the July 26, 2025 expiration date. All currency figures are U.S. dollars.

Under the initial amendment to the Royalty Agreement, as reported in the Company's news release dated November 13, 2023, the Royalty Holder received, among other things, the right to fund the three remaining $12 million tranches on or before July 26, 2025. Completion of each additional tranche entitles the Royalty Holder the right to receive an additional 2% of the payable gold production and 6% of the payable silver production from the Pebble Project.

In exchange for an early payment of the third $12 million tranche before the July 26, 2025 deadline, the Company has agreed to extend the deadline for completion of the remaining two tranches to September 30, 2025. Additionally, if the fourth $12 million tranche is completed on or before September 30, 2025, the Royalty Holder will have the right to complete the fifth and final $12 million tranche investment at any time up to and including December 31, 2025. The aggregate total purchase price of $60 million and maximum royalty rates (10% of payable gold production and 30% of payable silver production) remain unchanged from the original Royalty Agreement.

"We are pleased to see the Royalty Holder make its third payment of $12 million, bringing its total investment in the royalty up to $36 million of a possible $60 million available under the Royalty Agreement," said Ron Thiessen, Northern Dynasty President and CEO.

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. Public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project can be found 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 document 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 document, other than statements of historical facts, which address permitting and the development and production for the Pebble Project and the ability of the Company to successfully complete the full financing transaction discussed above (the "Royalty Financing") are forward-looking statements. Additional forward looking statements made by the Company under its continuous disclosure obligations include statements regarding (i) the development plan for the Pebble Project (ii) the right-sizing and de-risking of the Pebble Project, (iii) the design and operating parameters for the Pebble Project development plan, including projected capital and operating costs, (iv) the social integration of the Pebble Project into the Bristol Bay region and benefits for Alaska, (v) the political and public support for the permitting process, (vi) the ability of the Pebble Project to ultimately secure all required federal and state permits, (vii) the ability of the Company and/or the State of Alaska to challenge the Environmental Protection Agency's ("EPA's") Final Determination process under the Clean Water Act and ultimately the U.S. Army Corps of Engineers Record of Decision ("USACE ROD") through legal actions; (viii) exploration potential of the Pebble Project, (ix) future demand for copper, gold and other metals, (x) if permitting is ultimately secured, the ability to demonstrate the Pebble Project is ultimately commercially viable, and (xi) the potential addition of partners in the Pebble Project. Although NDM believes the expectations expressed in these forward-looking statements are based on reasonable assumptions, such statements should not be in any way be construed as guarantees that the Pebble Project will secure all required government permits or regarding the ability of NDM to develop the Pebble Project in light of the USACE ROD and its subsequent remand decision and the EPA's Final Determination, establish the commercial feasibility of the Pebble Project, achieve the required financing or develop the Pebble Project.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by NDM as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Assumptions used by NDM to develop forward-looking statements include the assumptions that (i) the Pebble Project will obtain all required environmental and other permits and all land use and other licenses without undue delay, (ii) any feasibility studies prepared for the development of the Pebble Project will be positive, (iii) NDM's estimates of mineral resources will not change, and NDM will be successful in converting mineral resources to mineral reserves, (iv) NDM will be able to establish the commercial feasibility of the Pebble Project, and (v) NDM will be successful in its legal action against the EPA and the USACE and any action taken by the EPA in connection with the Final Determination will ultimately not be successful in restricting or prohibiting development of the Pebble Project.

There is no assurance that the Royalty Holder will complete the two remaining investment tranches under the Royalty Agreement, In addition, the likelihood of future mining at the Pebble Project is subject to a large number of risks and will require achievement of a number of technical, economic and legal objectives, including (i) the current development plan may not reflect the ultimate mine plan for the Pebble Project, (ii) obtaining necessary mining and construction permits, licenses and approvals without undue delay, including without delay due to third party opposition or changes in government policies, (iii) finalization of the mine plan for the Pebble Project, (iv) the completion of feasibility studies demonstrating that any Pebble Project mineral resources that can be economically mined, (v) completion of all necessary engineering for mining and processing facilities, (vi) the ability of NDM to secure a partner for the development of the Pebble Project, and (vi) receipt by NDM of significant additional financing, including the full Royalty Financing, to fund these objectives as well as funding mine construction. NDM is also subject to the specific risks inherent in the mining business as well as general economic and business conditions. Investors should also consider the risk factors identified in the Company's Annual Information Form for the year ended December 31, 2024, as filed on SEDAR+ (www.sedarplus.ca) and included in its annual report on Form 40-F filed on EDGAR (www.sec.gov), as well as the risk factors set out in the Company's subsequent public continuous disclosure filings available on SEDAR+ and EDGAR. 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.

The National Environment Policy Act Environmental Impact Statement process requires a comprehensive "alternatives assessment" be undertaken to consider a broad range of development alternatives, the final project design and operating parameters for the Pebble Project and associated infrastructure may vary significantly from that currently contemplated. As a result, the Company will continue to consider various development options and no final project design has been selected at this time.

SOURCE: Northern Dynasty Minerals Ltd.



View the original press release on ACCESS Newswire

FAQ

How much has Northern Dynasty (NAK) received in total from the royalty agreement?

Northern Dynasty has received $36 million in total from the royalty agreement, following the third tranche payment of $12 million

What are the maximum royalty rates for NAK's Pebble Project under the agreement?

The maximum royalty rates are 10% of payable gold production and 30% of payable silver production from the Pebble Project

When is the deadline for the fourth tranche payment for NAK's royalty agreement?

The deadline for the fourth tranche payment of $12 million is September 30, 2025

How much additional royalty rights did the investor receive from the third tranche payment?

The investor received rights to an additional 2% of payable gold production and 6% of payable silver production from the Pebble Project

What is the total potential value of NAK's royalty agreement?

The total potential value of the royalty agreement is $60 million, with $24 million remaining in potential future tranches
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