Northern Dynasty Announces US$15 Million Convertible Notes Offering and Up To CAD$3.4 Million Private Placement

VANCOUVER, BC / ACCESSWIRE / December 11, 2023 / Northern Dynasty Minerals Ltd. (TSX:NDM)(NYSE American:NAK) ("Northern Dynasty" or the "Company") reports it has entered into a definitive agreement (the "Agreement") with an Investor for US$15,000,000 aggregate principal amount convertible notes of the Company (the "Convertible Notes Offering") and plans to complete a non-brokered private placement for aggregate proceeds of up to CAD$3,400,000.

Per the terms of the Agreement, Kopernik Global Investors, LLC on behalf of its clients (collectively, the "Investor"), will purchase convertible notes having an aggregate principal amount of US$15,000,000 (the "Notes"). The Notes will have a term of 10 years from the date of issuance and will bear interest at a rate of 2.0% per annum, payable semi-annually in arrears on December 31 and June 30 of each year, commencing on June 30, 2024. The principal amount of the Notes will be convertible at any time at the option of the Investor at a per share conversion price of US$0.3557, which is equal to a 10% premium to the 5-day volume weighted average price on the NYSE American ("NYSE American"), subject to adjustment in certain circumstances (i.e., including a change of control). The terms of the Notes will require that the Company redeem the note at 150% of the principal amount of the Notes, plus accrued but unpaid interest, at the election of the Investor, in the event that the Company proceeds with an equity financing in the future, subject to customary exclusions for non-financing issuances of its equity securities. In addition, the Notes will include change of control provisions under which (i) the Investor may elect to convert the Notes concurrent with a change of control transaction at the lower of the fixed conversion price and the price per common share implied by the change of control transaction, and (ii) the Company will be required to offer to repurchase the Notes at 101% of the principal amount, plus accrued but unpaid interest, if the Investor does not elect to convert. Timing of closing is subject to both parties satisfying certain closing conditions.

The Company also proposes to issue and sell by non-brokered private placement up to 8,500,000 units of the Company (the "Units"), at a price of CAD$0.40 per Unit, for aggregate gross proceeds of up to CAD$3,400,000 (the "Unit Offering"). Each Unit shall consist of one common share of the Company and one transferable share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company (a "Warrant Share") for a period of two years from the date of issue at a price of CAD$0.45 per Warrant Share. The Warrants will be subject to accelerated expiry upon 30 calendar days' notice from the Company in the event the Company's common shares trade for 20 consecutive trading days any time after four months from Closing at a volume weighted average price of at least CAD$0.90 on either the Toronto Stock Exchange ("TSX") or the NYSE American. The Units are proposed to be sold and issued under the Unit Offering pursuant to exemptions from prospectus requirements and other similar requirements under applicable securities laws. The Units will be subject to resale restrictions under applicable securities laws in Canada and the United States.