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.
