sg13ga18-northern_riotinto.htm
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Amendment No. 18 / Exit Filing)
 
Under the Securities Exchange Act of 1934

NORTHERN DYNASTY MINERALS LTD.
(Name of Issuer)
 
Common Stock, No Par Value
(Title of Class of Securities)
 
66510M204
(CUSIP Number)
 

April 5, 2014
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)

 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
 
CUSIP No. 66510M204
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rio Tinto plc
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 
 
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
CUSIP No. 66510M204
13G
  

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rio Tinto Fer et Titane Inc. (formerly QIT-Fer et Titane Inc.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
Item 1. (a)
Name of Issuer
     
Northern Dynasty Minerals Ltd.
     
Item 1. (b)
Address of Issuer’s Principal Executive Offices
     
Suite 1020, 800 West Pender Street,
Vancouver, British Columbia, Canada V6C 2V6
     
Item 2. (a)
Name of Person Filing
     
Rio Tinto Fer et Titane Inc. (formerly QIT-Fer et Titane Inc.)
     
Item 2. (b)
Address of Principal Business Office or, if None, Residence
     
1625 Marie-Victorin Road
Sorel-Tracy, Quebec
J3R 1M6
Canada
     
Item 2. (c)
Citizenship
     
Quebec, Canada
    
     
Item 2. (d)
Title of Class of Securities
     
Common Stock, no par value
     
Item 2. (e)
CUSIP Number
     
66510M204
 
Item 3.
     
Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).
     
Item 4.
Ownership
  
     
Item 4 is hereby amended and restated in its entirety as follows:
     
(a)
Amount beneficially owned:
     
 
0
     
(b)
Percent of class:
     
 
0%
     
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition: 0
     
 
(iv)
Shared power to dispose or to direct the disposition: 0
     
Rio Tinto gifted all of its shares of the issuer to two Alaskan charitable foundations, the Alaska Community Foundation and the Bristol Bay Native Corporation Education Foundation.
     
Item 5.
Ownership of Five Percent or Less of a Class
     
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
     
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
     
Not Applicable.
     
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
     
Rio Tinto Fer et Titane Inc. (formerly QIT – Fer et Titane Inc.) is an indirect wholly-owned subsidiary of Rio Tinto plc. Rio Tinto Fer et Titane Inc. was the record holder of the 18,145,845 shares that were gifted to two Alaskan charitable foundations, the Alaska Community Foundation and the Bristol Bay Native Corporation Education Foundation.
     
Item 8.
Identification and Classification of Members of the Group
     
Not Applicable.
     
Item 9.
Notice of Dissolution of Group
     
Not Applicable.
     
Item 10.
Certification
     
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 23, 2014
 
 
Rio Tinto plc
  
       
 
By:
/s/ Eleanor Evans  
  Name:  Eleanor Evans  
  Title:    Company Secretary  
       
 
 
 
Rio Tinto Fer et Titane Inc. (formerly QIT – Fer et Titane Inc.)
  
       
 
By:
/s/ Gildas Inisan  
  Name:  Gildas Inisan  
  Title:    CFO