Northern Dynasty Minerals Ltd. (the “Company”)

17,600,000 common shares of the Company (the “Offered Shares” and the offering of such Offered Shares, the “Offering”).

US$32,560,000

US$1.85 per Offered Share (the “Issue Price”)

The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 2,640,000 Offered Shares at the Issue Price on the same terms and conditions as set forth herein.

Cantor Fitzgerald Canada Corporation (“CFCC”), TD Securities Inc. (“TDSI”) and BMO Nesbitt Burns Inc. (“BMO”, and together with CFCC and TDSI, the “Lead Underwriters”) shall be co-bookrunners who shall lead the syndicate of Underwriters in connection with the Offering, which syndicate will be agreed upon by the Lead Underwriters and the Company, each acting reasonably. Each of the Lead Underwriters will be entitled to a syndicate position of not less than 25% of the Offering.

Bought deal by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Litigation Out,” “Financial Out,” “Regulatory Out”, and “Material Adverse Change Out” clauses running until the Closing Date (as defined below).

All of the provinces of Canada (other than Quebec) and in the United States pursuant to the U.S./Canada Multi-Jurisdictional Disclosure System. The Offered Shares may also be offered in those jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

The Company shall pay the Underwriters a commission equal to 5% of the gross proceeds of the Offering.

Proceeds of the Offering are anticipated to be used for (i) advancement of the Company’s multi-dimensional strategy to address the pre-emptive regulatory action of the U.S. Environmental Protection Agency under Section 404 (c) of the Clean Water Act; (ii) to prepare the Pebble Project for the initiation of federal and state permitting under the U.S. National Environmental Policy Act; (iii) environmental monitoring, engineering and environmental studies, field investigations and related technical studies to finalize a proposed development plan for the Pebble Project, (iv) enhanced outreach and engagement with political and regulatory offices in the Alaska state and U.S. federal government and among Alaska Native partners and broader regional and state-wide stakeholder groups, (v) Alaskan corporate, tenure and site maintenance, (vi) general corporate purposes, and (vii) working capital requirements.

Application will be made to list the Offered Shares on the TSX and on the NYSE MKT. The existing common shares of the Company are listed on the TSX under the symbol “NDM” and the NYSE MKT under the symbol “NAK”.

Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.

On or about January 26, 2017 or such other date as the Company and the Underwriters mutually agree (the “Closing Date”).

The Company shall not issue, negotiate or enter into any agreement to sell or issue or announce the issue of, any equity securities of the Company, other than: (i) as contemplated herein; (ii) pursuant to the grant of options or other securities (including RSUs and DSUs) in the normal course pursuant to the Company’s employee stock option plan or other equity compensation plans, and the issuance of any common shares upon the exercise of such options or vesting of such securities, (iii) the issuance of equity securities pursuant to the exercise or conversion, as the case may be, of any warrants or other convertible securities of the Company outstanding on the date hereof; or (iv) the issuance of equity securities in connection with one or more bona fide acquisitions by the Company, for a period of 90 days following the Closing Date (“Expiry Date”), without the prior written consent of the Lead Underwriters on behalf of the Underwriters, such consent not to be unreasonably withheld.

As a condition precedent to the Underwriters’ obligation to close the Offering, all directors and senior officers of the Company shall execute and deliver written undertakings in favour of the Underwriters agreeing not to sell, transfer, pledge, assign, or otherwise dispose of any securities of the Company owned, directly or indirectly by such directors or senior officers, until the Expiry Date, subject to customary exceptions, without the prior written consent of the Underwriters, such consent not to be unreasonably withheld.