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.
