In re Northern Dynasty Securities Litigation

You or someone in your family may have acquired Northern Dynasty Securities between December 21, 2017 through November 24, 2020, both dates inclusive.

The case is known as In re Northern Dynasty Minerals Ltd. Securities Litigation, Case No. 1:20-cv-05917-ENV-TAM (E.D.N.Y.) (“Action”). The Court in charge of the case is the United States District Court for the Eastern District of New York.

The Action involves allegations that Defendants violated certain federal securities laws by making misrepresentations or omissions of material fact concerning the size, scope, and duration of the Pebble Project, Northern Dynasty’s plan to develop what Defendants deemed “one of the world’s most important mineral resources.” The Consolidated Amended Complaint (“Complaint”) alleges that once true facts were disclosed, Northern Dynasty’s share price plummeted. Defendants have denied and continue to deny each, any, and all allegations of wrongdoing, fault, liability, or damage whatsoever asserted in the Action. The Settlement shall in no event be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury, or damages, or of any wrongful conduct, acts, or omissions on the part of any of the Released Parties, or of any infirmity of any defense, or of any damages to the Plaintiffs or any other Settlement Class Member. The Settlement resolves all of the claims in the Action, as well as certain other claims or potential claims, whether known or unknown.

In a class action, one or more persons and/or entities, called plaintiffs, sue on behalf of all persons and/or entities who have similar claims. All of these persons and/or entities are referred to collectively as a class, and these individual persons and/or entities are known as class members. One court resolves all of the issues for all class members, except for those class members who exclude themselves from the class.

Plaintiffs and Defendants do not agree regarding the merits of Plaintiffs’ allegations and Defendants’ defenses with respect to liability or the average amount of damages per share, if any, that would be recoverable if Plaintiffs were to prevail at trial on each claim. The issues on which Plaintiffs and Defendants disagree include, but are not limited to: (1) whether the challenged statements were materially false or misleading or otherwise actionable under federal securities law; (2) whether the challenged statements were made with scienter; (3) whether the alleged disclosures were corrective disclosures; (4) the causes of the loss(es) in the value of Northern Dynasty securities; and (5) the amount of alleged damages, if any, that could be recovered at trial.

This matter has not gone to trial and the Court has not decided in favor of either Plaintiffs or Defendants. Instead, Plaintiffs and Defendants have agreed to settle the case. Plaintiffs and Lead Counsel believe the Settlement is best for all Settlement Class Members because of the risks associated with continued litigation and the nature of the defenses raised by Defendants. Among the reasons that Plaintiffs and Lead Counsel believe the Settlement is fair is the fact that there is uncertainty about whether they will be able to prove that any challenged statement was false or misleading, that the alleged misstatements and omissions actually caused the Settlement Class any damages, and the amount of damages, if any.

Even if Plaintiffs were to win at trial, and also prevail on any on appeal, Plaintiffs might not be able to collect some, or all, of any judgment they are awarded. Moreover, while litigation of this type is usually expensive, there is also a significant risk that, even if Plaintiffs’ allegations were found to be true, the total amount of damages to which Settlement Class Members would be entitled could be substantially reduced.

The Settlement Class consists of all Persons who purchased or otherwise acquired Northern Dynasty securities during the Settlement Class Period (i) on any stock exchanges located in the United States, (ii) on any alternative trading systems located in the United States, or (iii) pursuant to other domestic transactions, and who were allegedly damaged thereby. Excluded from the Settlement Class are (i) Individual Defendants; (ii) the officers and directors of Northern Dynasty; (iii) members of the Individual Defendants’ immediate families and their legal representatives, heirs, successors or assigns; and (iv) any entity in which Individual Defendants have or had a controlling interest. Also excluded from the Settlement Class is any individual or entity, who or which has: (i) asserted claims against any or all of the Defendants in any cross-border litigation initiated outside of the United States, including in, but not limited to, the cases captioned Haddad v. Northern Dynasty Minerals Ltd. et al., Case No. VLC-S-S-2012849 and Woo v. Northern Dynasty Minerals Ltd. et al., Case No. VLC-S-S-211530 in Canada; (ii) been deemed by a court to be a member of a class in such litigation, for settlement purposes or otherwise; and (iii) is entitled to a settlement or other distribution payment – regardless of whether such payment is cashed – in connection with the resolution of the cross-border litigation. Additionally excluded from the Settlement Class are any persons and entities who or which exclude themselves by timely and validly submitting a request for exclusion from the Settlement Class that is accepted by the Court.

If you are still not sure whether you are included, you can ask for free help. For more information, you can contact the Claims Administrator by telephone at 888-270-9130 or by email at info@NorthernDynastySecuritiesSettlement.com. You may also review the case documents on the Important Documents page, or fill out and return the Proof of Claim and Release Form to see if you qualify.

a. What is the Settlement Fund?

The proposed Settlement provides for Defendants and/or Defendants’ insurers to pay six million and three hundred and seventy five thousand dollars ($6,375,000) into a settlement fund. The Settlement is subject to Court approval. Also, subject to the Court’s approval, a portion of the Settlement Fund will be used to pay attorneys’ fees with interest and reasonable litigation expenses to Plaintiffs’ Counsel, and any awards to Plaintiffs. A portion of the Settlement Fund also will be used to pay taxes due on interest earned by the Settlement Fund, if necessary, and the costs of the claims administration, including the costs of printing and mailing the notices and the costs of publishing notice. After the foregoing deductions from the Settlement Fund have been made, the amount remaining (“Net Settlement Fund”) will be distributed to Settlement Class Members who submit timely, valid claims, according to the Plan of Allocation to be approved by the Court.

b. What can you expect to receive under the proposed Settlement?

Your share of the Net Settlement Fund will or may depend on: (i) the number of claims filed; (ii) the dates you purchased/acquired and sold Northern Dynasty securities; (iii) the prices of your purchases and sales; (iv) the amount of administrative costs, including the costs of notice; and (v) the amount awarded by the Court to Plaintiffs’ Counsel for attorneys’ fees, costs, and expenses and to Plaintiffs.

The Claims Administrator will determine each Settlement Class Member’s pro rata share of the Net Settlement Fund based upon each Settlement Class Member’s valid “Recognized Loss.” The Recognized Loss formula is not intended to be an estimate of the amount that a Settlement Class Member might have been able to recover after a trial; it also is not an estimate of the amount that will be paid to Settlement Class Members pursuant to the Settlement. The Recognized Loss formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Settlement Class Members with valid claims.

The Net Settlement Fund will be distributed to Settlement Class Members who submit a Proof of Claim and Release Form and whose claims for recovery are allowed by the Claims Administrator pursuant to the terms of the Stipulation or by order of the Court under the Plan of Allocation, which reflects Plaintiffs’ contention that the price of Northern Dynasty securities declined following disclosure of allegedly misrepresented or omitted material information. Defendants have denied and continue to deny these allegations and any and all allegations of wrongdoing, fault, liability, or damage whatsoever asserted in the Action.

To qualify for a payment, you must send in a form entitled “Proof of Claim and Release Form.” This Proof of Claim and Release Form is available on the Important Documents page. Read the instructions carefully, fill out the form, and sign it in the location indicated. The Proof of Claim and Release Form may be completed in two ways: (1) by completing and submitting it via email to info@NorthernDynastySecuritiesSettlement.com; or (2) by mailing the claim form together with all documentation requested in the form to the following address:

Northern Dynasty Securities Settlement
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 4990
Portland, OR 97208-4990

Because the claims deadline passed on December 14, 2023, the Claims Administrator may not process your claim. If the Claims Administrator processes your claim, they will determine whether you are an Authorized Claimant and contact you accordingly.

Unless you excluded yourself from the Settlement Class by the November 16, 2023 deadline, you will remain a member of the Settlement Class and will be bound by the release of claims against Defendants and other Released Defendant Parties if the Settlement is approved. That means you and all other Settlement Class Members and each of their respective parent entities, associates, affiliates, subsidiaries, predecessors, successors, assigns, attorneys, immediate family members, heirs, representatives, administrators, executors, devisees, legatees, and estates will release (agreeing never to sue, continue to sue, or be part of any other lawsuit) against Defendants and other Released Defendant Parties any and all claims which arise out of, are based upon, or relate in any way to the purchase or acquisition of Northern Dynasty securities during the Settlement Class Period. It means that all of the Court’s orders will apply to you and legally bind you. That means you will accept a share of the Net Settlement Fund as sole compensation for any losses you suffered in the purchase, acquisition, sale, or ownership of Northern Dynasty securities during the Settlement Class Period. The specific terms of the release are included in the Stipulation.

The deadline to exclude yourself from the Settlement passed on November 16, 2023. You may still submit an exclusion request by following the steps below, but there is no guarantee that the request will be accepted.

To exclude yourself from the Settlement, you must mail a letter that (A) clearly indicates your name, address, phone number, and e-mail contact information (if any) and states that you “request to be excluded from the Settlement Class in In re Northern Dynasty Minerals Ltd. Securities Litigation, Case No. 1:20-cv-05917-ENV-TAM (E.D.N.Y.)”, and (B) state the identity and number of Northern Dynasty securities that you purchased/acquired and sold during the Settlement Class Period, as well as the dates and prices of each such purchase/acquisition and sale, and the number of securities held at the beginning of the Settlement Class Period. In order to be valid, such request for exclusion must be submitted with documentary proof (i) of each purchase/acquisition and, if applicable, sale transaction of Northern Dynasty securities during the Settlement Class Period and (ii) demonstrating your status as a beneficial owner of the Northern Dynasty securities. Any such request for exclusion must be signed and submitted by you, as the beneficial owner, under penalty of perjury. You must mail your exclusion request to the Claims Administrator at the following address:

Northern Dynasty Securities Settlement
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 4990
Portland, OR 97208-4990

You cannot exclude yourself by telephone or by e-mail.

If you properly exclude yourself you will not receive a payment from the Net Settlement Fund and you will not be legally bound by the judgment in this case.

No. Unless you followed the procedure outlined in the Notice to exclude yourself, you give up any right to sue Defendants or other Released Defendant Parties for the claims being released in this Settlement. If you have a pending lawsuit related to any Released Claims, speak to your lawyer in that case immediately, because you must exclude yourself from this Settlement Class to continue your own lawsuit.

The Court appointed Pomerantz LLP as Lead Counsel for the Class to represent you and the other Settlement Class Members. If you want to be represented by your own lawyer, you may hire one at your own expense. Contact information for Lead Counsel is provided in FAQ 14.

Plaintiffs’ Counsel have expended considerable time litigating this Action on a contingent fee basis, and have paid for the expenses of the case themselves. They have not been paid attorneys’ fees or reimbursed for their expenses in advance of this Settlement. Plaintiffs’ Counsel have done so with the expectation that, if they are successful in recovering money for the Settlement Class, they will receive attorneys’ fees and be reimbursed for their litigation expenses from the Settlement Fund, as is customary in this type of litigation. Plaintiffs’ Counsel will not receive attorneys’ fees or be reimbursed for their litigation expenses except from the Settlement Fund. Therefore, Lead Counsel will file a motion asking the Court at the Settlement Hearing to make an award of attorneys’ fees to Plaintiffs’ Counsel in an amount not to exceed one third plus interest of the Settlement Amount ($2,125,000, plus interest), reimbursement of litigation expenses of no more than $80,000 and awards to Plaintiffs collectively not to exceed $25,000 (up to $20,000 for Lead Plaintiff Lawrence Kelemen and $5,000 for Named Plaintiff Charles Hymowitz). The Court may award less than these amounts. Any amounts awarded by the Court will come out of the Settlement Fund. Lead Counsel may choose to share part of any attorneys’ fees awarded by the Court with Bronstein, Gewirtz & Grossman, LLC, in accordance with the level of its respective work and responsibility in the prosecution of the Action. Berger Montague PC will receive a nominal amount of attorneys’ fees in accordance with their contribution to the case and the remainder of any attorneys’ fees awarded by the Court will be divided pursuant to fee sharing agreements as follows: Pomerantz (95%); Bronstein, Gewirtz & Grossman, LLC (5%), in accordance with Bronstein, Gewirtz & Grossman, LLC’s level of contribution to the Action. The choice of Lead Counsel to share any of the attorneys’ fees awarded by the Court is not subject to Court approval, and it will not influence the amount of attorneys’ fees awarded by the Court.

The deadline to object to the Settlement passed on November 16, 2023.

The Court held a Settlement Hearing on December 7, 2023, at 10:30 a.m., at the United States District Court, Eastern District of New York, Courtroom 324 North, 225 Cadman Plaza East, Brooklyn, New York 11201. The Court granted Final Approval of the Settlement on January 26, 2024.

If you do nothing, you will not receive a payment from the Settlement. However, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or the Released Defendant Parties about the Released Claims (as defined in the Stipulation) ever again.