UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2017 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
Cantor Fitzgerald Canada Corporation (“CFCC”), as co-bookrunner and co-lead underwriter together with TD Securities Inc. (“TDSI”) and BMO Nesbitt Burns Inc. (“BMO” and together with CFCC and TDSI, the “Lead Underwriters”), together with Canaccord Genuity Corp., CIBC World Markets Inc. and Haywood Securities Inc., as co-managers (together with the Lead Underwriters, 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 22 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 17,600,000 common shares of the Company (the “Firm Shares”) on an underwritten basis at a price of US$1.85 per Firm Share (the “Offering Price”) for an aggregate purchase price of approximately US$32,560,000.
