Northern Dynasty Announces Increase to Bought Deal Offering of Common Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 12, 2017) - Northern Dynasty Minerals Ltd. (TSX:NDM)(NYSE MKT:NAK) ("Northern Dynasty" or the "Company") is pleased to announce that as a result of strong demand, it has increased the size of its previously announced bought deal offering to 17,600,000 common shares of the Company (the "Offered Shares") at the price of US$1.85 per Offered Share (the "Issue Price") for aggregate gross proceeds of US$32.56 million (the "Offering"). The offering was made through a syndicate of underwriters co-led by Cantor Fitzgerald Canada Corporation, TD Securities Inc. and BMO Capital Markets (collectively, the "Underwriters").

In addition, the Company has agreed to grant to the Underwriters an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase up to an additional 2,640,000 Offered Shares at the Issue Price for a period of up to 30 days after the closing of the Offering for potential additional gross proceeds to the Company of up to approximately US$4.88 million.

The Offered Shares will be offered by way of a short form prospectus in all provinces in Canada, except Quebec, and will be offered in the United States pursuant to a prospectus filed as part of a registration statement under the Canada/U.S. multi-jurisdictional disclosure system. A registration statement on Form F-10 relating to these securities has been filed with the United States Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted in the United States prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The Offered Shares have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon by the accuracy or adequacy of the prospectus or the registration statement.