NAK Northern Dynasty Minerals Ltd

Northern Dynasty Minerals Ltd. (the “ Company ”)

13,333,334 common shares of the Company (the “ Common Shares ”), the offering of such Common Shares (the “Offering” ).

US$10,000,000.50 (US$11,500,000.50 if the Underwriters’ Option is exercised in full).

US$0.75 per Common Share (the “Issue Price”).

The Underwriters will have an option, exercisable in whole or in part, on and for a period of up to 30 days following Closing Date (as defined below), to purchase up to an additional 2,000,000 Common Shares on the same terms and conditions as set forth herein.

Cantor Fitzgerald Canada Corporation (“ CFCC ”) will act as the sole book- runner and will lead a syndicate of underwriters in connection with the Offering (collectively, the “ Underwriters ”).

“Bought deal” offering by way of a prospectus supplement to the Company’s final base shelf prospectus in Canada and related Form F-10 registration statement in the United States, subject to a mutually acceptable underwriting agreement (the " Underwriting Agreement ").

The Common Shares will be offered in the United States and Canada (other than Quebec) by the Underwriters either directly or through their respective U.S. or Canadian broker-dealer affiliates or agents, as applicable. Subject to applicable law and the Underwriting Agreement, the Underwriters may offer the Common Shares outside of Canada and the United States.

The Company shall pay the Underwriters a commission equal to 6.0% of the gross proceeds of the Offering.

In addition to the Offering, the Company is undertaking a non-brokered private placement of up to 2,866,667 Common Shares at the Issue Price for gross proceeds to the Company of up to US$2,150,000 (the “ Concurrent Private Placement ”).  No commission or finder’s fee is payable to the Underwriters in connection with the Concurrent Private Placement.

The net proceeds of the Offering and the Concurrent Private Placement are anticipated to be used for (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble Project and the advancement of completion of the USACE Environmental Impact Study, (ii) enhanced outreach and engagement with political and regulatory offices in the Alaska state and U.S. federal government, Alaska Native partners and broader regional and state-wide stakeholder groups, and (iii) for general corporate purposes.

The Company will apply to list the Offered Shares qualified for distribution by the prospectus supplement on the TSX and NYSE American. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX and NYSE American.

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

Closing on a T+3 basis, on or about August 14, 2019 or such other date as the Company and CFCC, on behalf of the Underwriters, mutually agree (the “ Closing Date ”).

The Company shall not, without the prior written consent of CFCC, on behalf of the Underwriters, issue, offer to sell or otherwise dispose of or enter into any transaction to sell or issue or announce the issue of, any equity securities of the Company, or any securities convertible into, or exercisable, or exchangeable for, any equity securities of the Company, for a period of 90 days following the execution of the Underwriting Agreement (the “ Expiry Date ”), except: (i) pursuant to the Underwriting Agreement and the Concurrent Private Placement; (ii) pursuant to the grant of options or other equity-based awards (including RSUs and DSUs) pursuant to any equity compensation plan in effect as of the date of the underwriting agreement and which is disclosed in the prospectus or prospectus supplement; (iii) the issuance of Common Shares upon the exercise or conversion of any options or warrants or other convertible securities outstanding as of the date of the Underwriting Agreement; or (iv) Common Shares or securities convertible into or exchangeable for shares of Common Shares as consideration for mergers, acquisitions, other business combinations, strategic alliances or strategic investments occurring after the date of the date of the Underwriting Agreement which are not issued for capital raising purposes, provided, however, that the aggregate number of Common Shares issued in connection with transactions described in this subsection (iv) shall not exceed 19.99% of the number of Common Shares outstanding as of the Closing Date and the price per Common Share issued in such transactions shall not be less than the price per Common Share in the Offering, without the prior written consent of CFCC, on behalf of the Underwriters.

All directors and executive officers of the Company have agreed, subject to limited exceptions (including with respect of exercise of stock options), not to offer, sell, transfer, pledge, assign, enter into any swap transactions or otherwise dispose of any equity securities of the Company owned, or any securities convertible into, or exercisable, or exchangeable for, any equity securities of the Company owned, directly or indirectly by such directors and executive officers, or publicly announce an intention to do any of the foregoing, until the Expiry Date, without the prior written consent of CFCC, on behalf of the Underwriters.