On February 17, 2021, Siskinds LLP filed a proposed securities class action in the Supreme Court of British Columbia against Northern Dynasty Minerals Ltd. (“Northern Dynasty”) (TSE: NDM; NYSE: NAK), its underwriters for a prospectus offering, Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Paradigm Capital Inc., TD Securities Inc., and Velocity Trade Capital, and its current or former directors and/or officers, Ronald W. Thiessen, Thomas Collier, Mark Peters, David Laing and Christian Milau (“Action”).
Subject to the exclusion of certain defined “Excluded Persons”, the proposed class in the Action comprises (collectively, “Class Members”):
- all persons and entities, wherever they may reside or be domiciled, who acquired Northern Dynasty securities, including common shares and Warrants, on the secondary market between June 25, 2020 and November 25, 2020 at 2 pm EST, and held some or all those securities as of the start of trading on August 24, 2020 and/or November 25, 2020 at 2 pm EST;
- all persons and entities, wherever they may reside or be domiciled, who acquired common shares in Northern Dynasty’s bought deal public offering of 24,150,000 common shares at a price of US$1.46 per common share that closed on or around July 15, 2020, and held some or all those common shares as of the start of trading on August 24, 2020 and/or November 25, 2020 at 2 pm EST; and
- all persons and entities, wherever they may reside or be domiciled, who acquired common shares in Northern Dynasty’s private placement of 5,907,534 common shares at a price of US$1.46 per common share that closed on or around July 30, 2020 and August 6, 2020, and held some or all those common shares as of the start of trading on August 24, 2020 and/or November 25, 2020 at 2 pm EST.
The action arises out of alleged misrepresentations in Northern Dynasty’s disclosure documents pertaining to the permitting process for the Pebble Project, a proposed mining project in Alaska in which Northern Dynasty holds a 100% interest through its wholly owned subsidiary, Pebble Partnership. It is alleged that the Class Members suffered damage as a result of the alleged misrepresentations and other misconduct.
The British Columbia Supreme Court has approved the settlement of the action. Please see “Developments” below for further details of the settlement.
Developments
The Plaintiff and Defendants have executed a Settlement Agreement providing for the settlement of the Action. The Settlement Agreement provides for the payment of USD$2,125,000 in consideration of the full and final settlement of the claims of Class Members (defined below).
The Settlement Agreement, Class Counsel Fees, distribution protocol and other related matters were approved by the Court on February 23, 2024.
Please note the Claims Bar Deadline (to file a claim for compensation) was 11:59pm Vancouver (Pacific) time on June 12th, 2024 and has now since expired.
On November 3, 2023, the Court certified the Action as a class action on consent for settlement purposes on behalf of Class Members defined as all persons, wherever they may reside or be domiciled who purchased or otherwise acquired securities of Northern Dynasty between March 29, 2018 to November 25, 2020 inclusive, and held some or all of those securities as of August 22, 2020 or November 25, 2020.
- The following persons are excluded from the Class
- (i) the Defendants;
- (ii) Northern Dynasty’s past and present subsidiaries, affiliates, officers, directors, senior employees, partners, legal representatives, heirs, predecessors, successors and assigns, as well as Thiessen and Collier;
- (iii) the Underwriters’ past and present subsidiaries, affiliates, officers, directors, senior employees, partners, legal representatives, heirs, predecessors, successors and assigns;
- (iv) any immediate family member of the Individual Defendants, and;
- (v) any entities in which the Individual Defendants have a controlling interest.
For more information regarding the Settlement please consult the Long Form Notice of Settlement Approval (English) (French) and the Long Form Notice of Settlement Approval Hearing [English] [French].
All inquiries related to the claims process may be directed to the Claims Administrator, at [email protected] or toll free by phone at 1-888-352-1072.
Documents
Long Form Notice of Settlement Approval [English] [French]
Long Form Notice of Certification and Settlement Approval Hearing [English] [French].
Settlement Agreement dated August 30, 2023
Summary Rationale for Settlement
Guide to the Distribution Protocol
Affidavit of Anthony O'Brien (23-OCT-2023)
Affidavit of Anthony O'Brien (13-FEB-2024)
Affidavit of Representative Plaintiffs (Walter Woo) and (Firas Haddad)