0001062993-14-003453 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT

Shareholder Rights Plan Agreement • May 30th, 2014 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia

• Contract Type
  Shareholder Rights Plan Agreement
• Filed
  May 30th, 2014
• Company
  Northern Dynasty Minerals LTD
• Industry
  Gold and silver ores
• Jurisdiction
  British Columbia

MEMORANDUM OF AGREEMENT, dated as of May 17, 2013 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”);