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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.

If you would like to be updated on developments in the Action, please click “Join” above and complete the form. Your information will be held in strict confidence. By completing the form, you are not retaining Siskinds LLP, nor do you incur any obligations in connection with the Action.

For inquiries, please complete the “Get in Touch” form below. For telephone inquiries, please call 1.800.461.6166.

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) is 11:59pm Vancouver (Pacific) time on June 12th, 2024.

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 and applying for settlement benefits please consult the Long Form Notice of Settlement Approval (English) (French) and the Long Form Notice of Settlement Approval Hearing [English] [French].

FAQs

What is a class action?

A class action is a lawsuit that is brought by one or more persons on behalf of a larger group of people whose claims share common legal and/or factual issues. Class actions provide a cost-effective way for groups of people with common interests to pursue a legal claim.

What does “certification” mean?

Certification is the motion where the court determines whether the action can properly be pursued as a class action. The court will consider factors such as whether the claims of the class members raise common legal and/or factual issues and whether a class action is the preferable method of pursuing the claims (as opposed to other methods, such as individual actions).

Do I have to pay anything to participate in the class action?

Class action lawyers are usually paid on a contingency basis. This means that class counsel are only paid if successful. Class counsel are paid a percentage of any settlement or court award. Class counsel fees are subject to court approval.

Who is affected by the Northern Dynasty Minerals Ltd. class action?

You are affected by the class action and are a member of the class if you are a person or entity who acquired Northern Dynasty:

  1. common stock and warrants, on the secondary market between June 25, 2020 and November 25, 2020 at 2:00 p.m. (Eastern time), and who held some or all of these securities at the start of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time); and/or
  2. common shares in connection with Northern Dynasty's tender offer for 24,150,000 common shares at a price of US$1.46 per common share which expired on or about July 15, 2020, and which held some or all of such common shares at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time); and/or
  3. common shares in connection with Northern Dynasty's private placement of 5,907,534 common shares at a price of US$1.46 per common share, which closed on or about July 30, 2020 and August 6, 2020, and which held some or all of these common shares at the start of trading on August 24, 2020 and/or November 25, 2020 at 2 p.m. (Eastern time).

Can I join the class action?

There are no steps required to “join” the class action. Assuming you fall within the scope of the class definition, you are automatically included in the class action unless you “opt-out” (exclude yourself from the class action).

Can I opt-out of the class action?

Yes. Once the class action has been authorized or certified, you will have the opportunity to opt-out of the class action within a period of time to be determined by the Court. If you exclude yourself, you will not be entitled to any compensation awarded under a settlement agreement or court order. You may however pursue your own action on an individual basis.

Generally, class members will wish to exclude themselves from a class action if they intend to bring their own individual action. In the majority of cases, it will be more economical to participate in the class action because the legal costs will be shared among a very large number of people.

What should I do to protect my rights?

To protect your rights, you should:

  1. Maintain a record of:
  • all persons and entities, wherever resident or domiciled, who acquired Northern Dynasty securities, including common stock and warrants, on the secondary market between June 25, 2020 and November 25, 2020 at 2:00 p.m. (Eastern Time), and who held some or all of such securities at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern Time);
  • all persons and entities, wherever resident or domiciled, who acquired common shares under Northern Dynasty's tender offer for 24,150,000 common shares at a price of US$1.46 per common share that closed on or about July 15, 2020, and who held some or all of these common shares at the start of trading on August 24, 2020 and/or November 25, 2020 at 2 p.m. (Eastern time); and
  • all persons and entities, wherever resident or domiciled, who acquired common shares in connection with Northern Dynasty's private placement of 5,907,534 common shares at a price of US$1.46 per common share which closed on or about July 30, 2020 and August 6, 2020, and who held some or all of such common shares at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time).
  1. Register to receive updates on this class by clicking “join” above and filling out the form.

I still have a question. Who should I contact?

If you have any other questions, please complete the contact form below.

Documents

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) is 11:59pm Vancouver (Pacific) time on June 12th, 2024.

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 and applying for settlement benefits please consult the Long Form Notice of Settlement Approval (English) (French) and the Long Form Notice of Settlement Approval Hearing [English] [French].

What is a class action?

A class action is a lawsuit that is brought by one or more persons on behalf of a larger group of people whose claims share common legal and/or factual issues. Class actions provide a cost-effective way for groups of people with common interests to pursue a legal claim.

What does “certification” mean?

Certification is the motion where the court determines whether the action can properly be pursued as a class action. The court will consider factors such as whether the claims of the class members raise common legal and/or factual issues and whether a class action is the preferable method of pursuing the claims (as opposed to other methods, such as individual actions).

Do I have to pay anything to participate in the class action?

Class action lawyers are usually paid on a contingency basis. This means that class counsel are only paid if successful. Class counsel are paid a percentage of any settlement or court award. Class counsel fees are subject to court approval.

Who is affected by the Northern Dynasty Minerals Ltd. class action?

You are affected by the class action and are a member of the class if you are a person or entity who acquired Northern Dynasty:

  1. common stock and warrants, on the secondary market between June 25, 2020 and November 25, 2020 at 2:00 p.m. (Eastern time), and who held some or all of these securities at the start of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time); and/or
  2. common shares in connection with Northern Dynasty's tender offer for 24,150,000 common shares at a price of US$1.46 per common share which expired on or about July 15, 2020, and which held some or all of such common shares at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time); and/or
  3. common shares in connection with Northern Dynasty's private placement of 5,907,534 common shares at a price of US$1.46 per common share, which closed on or about July 30, 2020 and August 6, 2020, and which held some or all of these common shares at the start of trading on August 24, 2020 and/or November 25, 2020 at 2 p.m. (Eastern time).

Can I join the class action?

There are no steps required to “join” the class action. Assuming you fall within the scope of the class definition, you are automatically included in the class action unless you “opt-out” (exclude yourself from the class action).

Can I opt-out of the class action?

Yes. Once the class action has been authorized or certified, you will have the opportunity to opt-out of the class action within a period of time to be determined by the Court. If you exclude yourself, you will not be entitled to any compensation awarded under a settlement agreement or court order. You may however pursue your own action on an individual basis.

Generally, class members will wish to exclude themselves from a class action if they intend to bring their own individual action. In the majority of cases, it will be more economical to participate in the class action because the legal costs will be shared among a very large number of people.

What should I do to protect my rights?

To protect your rights, you should:

  1. Maintain a record of:
  • all persons and entities, wherever resident or domiciled, who acquired Northern Dynasty securities, including common stock and warrants, on the secondary market between June 25, 2020 and November 25, 2020 at 2:00 p.m. (Eastern Time), and who held some or all of such securities at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern Time);
  • all persons and entities, wherever resident or domiciled, who acquired common shares under Northern Dynasty's tender offer for 24,150,000 common shares at a price of US$1.46 per common share that closed on or about July 15, 2020, and who held some or all of these common shares at the start of trading on August 24, 2020 and/or November 25, 2020 at 2 p.m. (Eastern time); and
  • all persons and entities, wherever resident or domiciled, who acquired common shares in connection with Northern Dynasty's private placement of 5,907,534 common shares at a price of US$1.46 per common share which closed on or about July 30, 2020 and August 6, 2020, and who held some or all of such common shares at the commencement of trading on August 24, 2020 and/or November 25, 2020 at 2:00 p.m. (Eastern time).
  1. Register to receive updates on this class by clicking “join” above and filling out the form.

I still have a question. Who should I contact?

If you have any other questions, please complete the contact form below.

Contact Us

Join to stay informed about the progress of this class action.

Your information will be maintained and used in accordance with our privacy notice. Completing this form does not create a lawyer-client relationship with Siskinds LLP or Siskinds Desmeules s.e.n.c.r.l. or any of their personnel, nor does it impose any obligations related to the class action or otherwise.

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