UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2019 • 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., H.C. Wainwright & Co., LLC and TD Securities Inc. 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 15,625,000 common shares of the Company (the “Firm Shares”) on an underwritten basis at a price of US$0.64 per Firm Share (the “Offering Price”) for an aggregate purchase price of US$10,000,000.
