as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of June 10, 2016Warrant Indenture • June 10th, 2016 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
NORTHERN DYNASTY MINERALS LTD., a corporation incorporated under the laws of the Province of British Columbia and includes any successor corporation (hereinafter referred to as the “Corporation”),
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 10, 2016 AS AMENDED AND EXTENDED JUNE 23, 2022 BETWEEN NORTHERN DYNASTY MINERALS LTD. AND COMPUTERSHARE INVESTOR SERVICES INC.Shareholder Rights Plan Agreement • May 20th, 2022 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
MEMORANDUM OF AGREEMENT, originally dated as of May 10, 2016, amended and extended as of June 23, 2022, between Northern Dynasty Minerals Ltd. (the "Company"), a company incorporated under the laws of British Columbia and Computershare Investor Services Inc., a corporation existing under the laws of Canada (the "Rights Agent");
Northern Dynasty Minerals Ltd. as Issuer as Trustee Indenture Dated as of [ ]Indenture • June 4th, 2020 • Northern Dynasty Minerals LTD • Gold and silver ores • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2020 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
Cantor Fitzgerald Canada Corporation (“CFCC”), as sole bookrunning manager and lead underwriter, together with BMO Nesbitt Burns Inc., Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, Paradigm Capital Inc., TD Securities Inc., Roth Capital Partners, LLC and Velocity Trade Capital acting as underwriters (collectively with CFCC, the “Underwriters” and each individually an “Underwriter”), hereby severally, and not jointly nor jointly and severally, offer to purchase from Northern Dynasty Minerals Ltd. (the “Company”) in the respective percentages set forth in Section 18 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 21,000,000 common shares of the Company (the “Firm Shares”) on an underwritten basis at a price of $1.46 per Firm Share (the “Offering Price”) for an aggregate purchase price of $30,660,000.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
Northern Dynasty Minerals Ltd. (“Northern Dynasty”) and Cannon Point have entered into an agreement (the “Arrangement Agreement”) dated August 31, 2015, pursuant to which Northern Dynasty will acquire all of the issued and outstanding securities of Cannon Point (the “Arrangement”). Capitalized terms used herein but which are not defined herein shall have the meanings set forth in the Arrangement Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2019 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2018, by and among Northern Dynasty Minerals Ltd., a corporation organized under the laws of the Province of British Columbia (the “Company”), and the undersigned purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
ARRANGEMENT AGREEMENT NORTHERN DYNASTY MINERALS LTD. - and - MISSION GOLD LTD. October 30, 2015Arrangement Agreement • February 12th, 2016 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
AND WHEREAS the parties are prepared and intend to carry out the transactions contemplated herein by way of plan of arrangement pursuant to Division 5 of Part 9 of the BCBCA (as defined herein);
NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTSSubscription Agreement • October 16th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario
[ ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above
Northern Dynasty: Right-of-Way Agreement secures site access for Pebble Project developers Alaska Native Corporation signs partnership agreement with PebbleRight-of-Way Agreement • November 23rd, 2018 • Northern Dynasty Minerals LTD • Gold and silver ores
November 20, 2018 Vancouver– Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (“Northern Dynasty” or the “Company”) reports the Pebble Limited Partnership (“Pebble Partnership” or “PLP”) has finalized a Right-of-Way Agreement with Alaska Peninsula Corporation (“APC”), securing the right to use defined portions of APC lands for the construction and operation of transportation infrastructure associated with the Pebble Project.
SERVICES AGREEMENTServices Agreement • March 30th, 2011 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
AT THE MARKET OFFERING AGREEMENT June 21, 2021At the Market Offering Agreement • June 21st, 2021 • Northern Dynasty Minerals LTD • Gold and silver ores • New York
Northern Dynasty Minerals Ltd., a corporation organized under the Business Corporations Act (British Columbia) (the "Company"), confirms its agreement (this "Agreement") with H.C. Wainwright & Co., LLC (the "Manager") as follows:
NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTSSubscription Agreement for Special Warrants • October 16th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario
[ ] a founder of the Corporation OR 2. [check all applicable boxes] [ ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above [ ] a truest or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above
NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • May 31st, 2016 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
The following items in this Subscription Agreement must be completed (please tick applicable boxes when returning this form with funds):
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED EFFECTIVE AS OF DECEMBER 11, 2006 between NORTHERN DYNASTY MINERALS LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • December 21st, 2006 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of December 11, 2006 between NORTHERN DYNASTY MINERALS LTD. a corporation incorporated under the Business Corporations Act (British Columbia) (the “Corporation”) and COMPUTERSHARE INVESTOR SERVICES INC., a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder).
LOAN AGREEMENTLoan Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
CANNON POINT RESOURCES LTD., a company formed pursuant to the laws of British Columbia having an office at Suite 3123, 595 Burrard Street, Vancouver, British Columbia V7X 1J1
AGENCY AGREEMENTAgency Agreement • May 26th, 2016 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
The undersigned, Global Securities Corporation (“Global” or the “Lead Agent”), as lead agent and sole bookrunner, together with Industrial Alliance Securities Inc. (“IAS” and together with the Lead Agent, the “Agents”), understand that Northern Dynasty Minerals Ltd. (the “Company”) proposes to issue and sell an aggregate of up to 31,111,111 units of the Company (the “Units”) at a price of $0.45 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of up to $14,000,000 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”), with each Warrant exercisable into one common share of the Company (a “Warrant Share”) at the exercise price of $0.65 per Warrant Share for a period of five (5) years after the closing date of the Offering.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
SETTLEMENT AGREEMENTSettlement Agreement • May 12th, 2017 • Northern Dynasty Minerals LTD • Gold and silver ores
This Settlement Agreement (“Agreement”) is entered into between the United States of America, acting through the United States Department of Justice and on behalf of Defendants, the United States Environmental Protection Agency (“EPA”) and EPA’s Administrator (collectively, the “United States” or “Defendants”), and Plaintiff, the Pebble Limited Partnership (“PLP”) (hereafter collectively referred to as “the Parties”).
Northern Dynasty and First Quantum Minerals Terminate Framework AgreementFramework Agreement • May 29th, 2018 • Northern Dynasty Minerals LTD • Gold and silver ores
May 25, 2018 Vancouver – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (“Northern Dynasty” or the “Company”) advises that Northern Dynasty and First Quantum Minerals Ltd. (“First Quantum”) (TSX: FM) have been unable to reach agreement on the option and partnership transaction contemplated in the December 15, 2017 framework agreement (the “Framework Agreement”) between the parties. As such, the Framework Agreement has been terminated in accordance with its terms.
Northern Dynasty: Pebble Partnership, Iliamna Natives Limited reach Right-of- Way Agreement Alaska Native Village Corporation enters partnership agreement with PebbleRight-of-Way Agreement • May 23rd, 2019 • Northern Dynasty Minerals LTD • Gold and silver ores
May 15, 2019 Vancouver – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (“Northern Dynasty” or the “Company”) reports the Pebble Limited Partnership (“Pebble Partnership” or “PLP”) has finalized a Right-of-Way Agreement with Iliamna Natives Limited (“INL”), securing the right to use defined portions of INL lands for the construction and operation of transportation infrastructure associated with the Pebble Project.
