Mission Gold Mails Meeting Materials for Special Shareholder Meeting to Approve Arrangement With Northern Dynasty Minerals

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 24, 2015) - Mission Gold Ltd. (TSX VENTURE:MGL) ("Mission Gold") is pleased to announce that it has mailed the information circular (the "Circular") and related materials for the special meeting (the "Meeting") of the shareholders and warrantholders of Mission Gold to be held on December 21, 2015, and the Meeting materials have been filed on SEDAR.

At the Meeting, Mission Gold securityholders will be asked to consider and, if thought advisable, approve the previously announced acquisition by Northern Dynasty Minerals Ltd. ("Northern Dynasty"), a mineral exploration and development company listed on the Toronto Stock Exchange and the NYSE MKT Exchange, of all of the outstanding securities of Mission Gold pursuant to the arrangement agreement dated October 30, 2015 between Mission Gold and Northern Dynasty (the "Arrangement Agreement"). The proposed acquisition will be completed by way of a plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (British Columbia).

Under the Arrangement, each outstanding common share of Mission Gold (each, a "Mission Gold Share") will be exchanged for 0.55 of a Northern Dynasty common share (each whole common share, a "Northern Dynasty Share"), subject to adjustment in the event that Mission Gold's adjusted working capital at closing is less than an agreed minimum amount. The outstanding Mission Gold warrants will be exchanged for replacement warrants to purchase Northern Dynasty Shares on the basis of one replacement warrant for each whole Mission Gold Share which the Mission Gold warrants are exercisable to acquire, at an exercise price per Northern Dynasty Share equal to 110% of the exercise price of the Mission Gold warrant.

The board of directors of Mission Gold has determined that the Arrangement is fair, from a financial point of view, to Mission Gold securityholders and is in the best interests of Mission Gold. Accordingly, the Board unanimously approved the Arrangement and recommends that Mission Gold securityholders vote their securities in favour of the Arrangement.

All of the directors and officers and certain shareholders of Mission Gold (who hold in the aggregate approximately 49% of the issued and outstanding Mission Gold Shares and approximately 15% of the votes that may be cast by warrantholders, both calculated on a non-diluted basis) have entered into support agreements with Northern Dynasty pursuant to which they have agreed, among other things, to support the Arrangement and vote the Mission Gold securities they hold in favour of the Arrangement.