NAK Northern Dynasty Minerals Ltd

Northern Dynasty Minerals Ltd. (the “Company”).

Treasury offering of 31,111,111 units (the “Units”), before giving effect to the Over-Allotment Option.

Each Unit consists of one common share (a “Share”) and one common share purchase warrant (a “Warrant”).

Each Warrant is exercisable into one common share (a “Warrant Share”) at an exercise price of $0.65 per Warrant Share for a period of five (5) years from the Closing Date.

$0.45 per Unit.

Up to $14,000,000 ($16,100,000 to the extent the Over-Allotment Option is exercised in full).

The Company has granted the Agents an option, exercisable, in whole or in part, at any time, and from time to time, until and including 30 days following the closing of the Offering, to purchase up to an additional 4,666,667 Units at the Issue Price to cover over-allotments, if any.

The Offering is being conducted concurrently with an offering of up to 2,222,222 Units at the Offering Price for additional gross proceeds of up to $1,000,000.

The net proceeds of the Offering will be used to fund the Company’s multi- dimensional strategy to address the United States Environmental Protection Agency’s proposed pre-emptive regulatory action under the United States Clean Water Act and to prepare the Pebble Project to initiate federal and state permitting under the United States National Environmental Policy Act, costs to keep the Pebble project in good standing, costs to advance a potential partner(s) transaction, and for working capital and general corporate purposes.

Marketed deal on a commercially reasonable efforts basis offered (i) publicly in the provinces of British Columbia, Alberta and Ontario by way of a base shelf prospectus and prospectus supplement; (ii) publicly in the United States only to “Qualified Institutional Buyers” (as defined in Rule 144A of the U.S. Securities Act of 1933, as amended) by way of a U.S. base shelf prospectus and prospectus supplement; and (iii) in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Global Securities Corporation (the “ Lead Agent ”) and Industrial Alliance Securities Inc.

The existing common shares of the Company are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “NDM” and on the NYSE MKT under the symbol “NAK”. The Company will use its best efforts to obtain the necessary approvals to list the Shares and Warrant Shares on the TSX and the NYSE MKT, and the Warrants on the TSX.

Eligible for RRSPs, RRIFs, RESPs, DPSPs, RDSPs and TFSAs.

Commission:

2.0% of the gross proceeds of the Offering payable in cash, provided that the Commission may be increased to a maximum of 4.0% for sales to non-U.S. purchasers in order to permit a concession fee to be paid to licensed broker-dealers, brokers or investment dealers in connection with sales under the Offering.