Northern Dynasty Minerals Ltd.: Exhibit 4.4 - Filed by newsfilecorp.com






UNLESS PERMITTED UNDER THE SECURITIES LEGISLATION, THE
HOLDER OF THESE SPECIAL WARRANT SECURITIES MUST NOT TRADE THEM BEFORE DECEMBER
29, 2015. 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE
SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. 

NORTHERN DYNASTY MINERALS LTD.
(INCORPORATED UNDER
THE LAWS OF BRITISH COLUMBIA) 

SPECIAL WARRANT CERTIFICATE (ISIN NO. CA66510M1133) 

	CERTIFICATE NO. 	 	 ♦ SPECIAL WARRANTS, each of which
    
	SW- ♦	 	will be exercised into one Underlying Share at
  
	  	 	no additional cost 


THIS IS TO CERTIFY THAT FOR VALUE RECEIVED 

 ♦ (hereinafter referred to as the "Holder") is the
registered holder of the number of Special Warrants specified above. 

Special Warrants are issued subject to the terms and conditions
appended hereto as Schedule "A". This Special Warrant is subject to
deemed (automatic) conversion into Underlying Shares of Northern Dynasty
Minerals Ltd. in certain events and if not earlier exercised on a voluntary or
deemed basis will be automatically converted in any event on the second
anniversary of the issuance date below. 

IN WITNESS WHEREOF, the
Company has caused this Special Warrant Certificate to be executed and issued by
a duly authorized officer of the Company effective this 28th day of
August, 2015.

	 	NORTHERN DYNASTY MINERALS LTD. 
	 	  
	 	  
	 	Per:
      ____________________________________________
	 	         Authorized
      Signatory 


(The Terms and Conditions attached hereto form an integral
part of this Special Warrant Certificate) 




SCHEDULE "A" 

TERMS AND CONDITIONS OF SPECIAL WARRANTS OF NORTHERN DYNASTY
MINERALS LTD. 

	1. 	CONVERSION INTO UNDERLYING
      SHARES. 	2 
	 	 	 
	2. 	MANNER OF EFFECTING
      VOLUNTARY CONVERSION 	4 
	 	 	 
	3. 	CERTAIN U.S. SECURITIES LAW
      MATTERS 	4 
	 	 	 
	4. 	COVENANTS REGARDING RESALE
      FILINGS, RESERVATION OF SUFFICIENT UNDERLYING SHARES, ETC. 	6 
	 	 	 
	5. 	CAPITAL ADJUSTMENTS 	7 
	 	 	 
	6. 	PARTIAL CONVERSION, EXCHANGE
      AND REPLACEMENT OF CERTIFICATES 	10 
	 	 	 
	7. 	MEETINGS OF SPECIAL WARRANT
      HOLDERS 	11 
	 	 	 
	8. 	NOTICE 	12 
	 	 	 
	9. 	MISCELLANEOUS 	13 
	 	 	 
	10. 	CERTAIN DEFINITIONS: 	13 


Appendix A - Voluntary Exercise Form 
Appendix B - Form of
Declaration for Removal of Legend 
Appendix C - Special Warrant Exercise
Blocker Initiation and Termination Form 

	1. 	
      Conversion into Underlying
  Shares.




	 	(a) 	
      Right and Obligation to Acquire Underlying
      Shares. Subject to the restrictions herein, each Special Warrant,
      will be convertible into Underlying Shares on a one-for-one basis as
      follows: (i) upon the voluntary exercise of the Special Warrant by its
      holder at any time to the extent that such exercise is permitted by the
      terms hereof, or (ii) upon the deemed exercise of the Special Warrants as
      generally described below in this section 1. In no event will the Special
      Warrants be exchangeable or redeemable for cash. In each case the Holder
      will receive one Underlying Share, for no further payment or additional
      consideration on voluntary or deemed exercise of a Special
  Warrant.

	 	 	 
	 	(b) 	
      Deemed Exercise for Electing Non-Affiliate Non-U.S.
      Holders. Any unexercised Special Warrants held by any Non-U.S.
      Person holder who may be deemed to beneficially own less than 9.9% of the
      outstanding Shares (each, a Non-Affiliate Non-U.S. Holder) and who
      has elected not to be governed by Section 1(i) will be deemed to be
      exercised at 4:00 p.m. (Vancouver time) on the earlier of (i) the date
      that is the sixth business day after the date on which the Company obtains
      a receipt for the Final Prospectus from the (Canadian) Securities
      Commissions qualifying the distribution of the Underlying Shares; and (ii)
      the date that is four months plus one day after Closing (the CDN
      Qualification Date).

	 	 	 
	 	(c) 	
      Deemed Exercise for Non-Electing Affiliate Non-U.S.
      Holders. Any unexercised Special Warrants held by any Non-U.S.
      Person holder who may be deemed to beneficially own more than 9.9% of the
      outstanding Shares (each, a Affiliate Non-U.S. Holder) and (i) who
      has elected not to be governed by Section 1(i), and (ii) who has not
      elected to be governed by Section 1(h), will be deemed to be exercised at
      4:00 p.m. (Vancouver time) on the CDN Qualification Date.

	 	 	 
	 	(d) 	
      Deemed Exercise for Electing Non-Affiliate U.S.
      Holders. Any unexercised Special Warrants held by any U.S. Person
      holder who may be deemed hereunder to beneficially own less than 9.9% of
      outstanding Shares (each, a Non-Affiliate U.S. Holder) and who has
      elected not to be governed by Section 1(i), will be deemed to be exercised
      at 4:00 p.m. (Vancouver time) on the CDN Qualification
  Date.







3 

		(e) 	
      Deemed Exercise for Other Holders. Any
      unexercised Special Warrants held by (i) any U.S. Person holder who may be
      deemed hereunder to beneficially own more than 9.9% of the outstanding
      Shares (each, a Affiliate U.S. Holder), (ii) any Affiliate Non-U.S.
      Holder who has elected to be governed by Section 1(h) or not elect not to
      be governed by Section 1(i) either, and (iii) any Non-Affiliate Non-U.S.
      Holder or Non-Affiliate U.S. Holder, other than any Non- Affiliate
      Non-U.S. Holder or Non-Affiliate U.S. Holder who has elected not to be
      governed by Section 1(i), will be deemed to be exercised at 4:00 p.m.
      (Vancouver time) on the Resale Filings Termination Date. 

	 	  	
      

		(f) 	
      Meaning of Beneficially Own. For the
      purposes of determining any Holders beneficial ownership hereunder, other
      than under Section 1(j) with respect to the Companys Shareholder Rights
      Plan, beneficial ownership shall be calculated in accordance with Section
      13(d) of the U.S. Exchange Act, and the rules and regulations of the SEC
      promulgated thereunder, disregarding for this purpose the limitations on
      conversion described in Section 1(h) and similar limitations on conversion
      or exercise contained in any other Common Stock Equivalent, in each case,
      held by such holder and its affiliates and such other person or persons
      with whom such Holder may be deemed to be a Group. For purposes of Section
      1(h), in determining the number of outstanding Shares, a holder may rely
      on the number of outstanding Shares as reflected in (A) the Companys most
      recent report filed with the SEC, (B) a more recent public announcement by
      the Company or (C) a more recent written notice by the Company or its
      transfer agent setting forth the number of Shares outstanding. Upon the
      written or oral request of a holder, the Company shall within two Business
      Days confirm orally and in writing to the holder the number of Shares then
      outstanding. Nothing contained herein shall be deemed to be an agreement
      by the Holder that beneficial ownership or deemed beneficial ownership of
      more than 9.9% of the outstanding Shares causes the holder to be an
      affiliate of the Company within the meaning of the U.S. Securities Act or
      the rules and regulations of the SEC thereunder. 

	 	  	
      

		(g) 	
      Voluntary Conversion. Subject to the
      restrictions in Sections 1(h), 1(i) and 1(j), the Special Warrants may be
      voluntarily exercised by their holder at any time prior to their deemed
      exercise by delivery of a Voluntary Exercise Form attached hereto as
      Appendix A to the Company. In such event the certificate representing the
      Underlying Shares will bear any restrictive legends required by applicable
      Securities Laws. 

	 	  	
      

		(h) 	
      Automatic Blocker Restrictions for Affiliate and
      Electing Holders. No exercise of any Special Warrants by (i) any
      Affiliate U.S. Holder, or (ii) any Affiliate Non-U.S. Holder that has
      elected to be governed by this Section 1(h), together with the respective
      holders affiliates, and any other Persons with whom such holder may be
      deemed to be a Group, will be permitted to the extent that, after giving
      effect to such exercise, such holder would beneficially own in excess of
      the Beneficial Ownership Limitation (as defined below). To the extent that
      the limitation contained in this Section 1(h) applies, the determination
      of whether the Special Warrant is exercisable (in relation to other
      securities owned by the holder together with any affiliates) and of which
      portion of this Special Warrant is exercisable shall be in the sole
      discretion of the holder, and the submission of a notice of exercise shall
      be deemed to be the holders determination that the Special Warrant is
      exercisable in accordance with the terms hereof (in relation to other
      securities owned by the holder together with any affiliates) and of which
      portion of the Special Warrant is exercisable, in each case subject to the
      Beneficial Ownership Limitation, and the Company shall have no obligation
      to verify or confirm the accuracy of such determination. The Beneficial
      Ownership Limitation of this Section 1(h) shall be 9.9% or, if
      requested in writing by such holder, 19.99% of the number of Shares
      outstanding immediately after giving effect to the issuance of Shares
      issuable upon exercise of the Special Warrant. The holder, upon not less
      than 61 days prior notice to the Company, may increase or decrease the
      Beneficial Ownership Limitation provisions of this Section 1(h), subject
      to 1(j) and the provisions of this Section 1(h) shall continue to apply.
      Any such increase or decrease will not be effective until the 61st day
      after such notice is delivered to the Company. The provisions of this
      paragraph shall not be construed and implemented in a manner otherwise
      than in strict conformity with the terms of this Section 1(h) to correct
      this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation herein
      contained or to make changes or supplements necessary or desirable to
      properly give effect to such limitation. In order to elect to terminate
      this 9.9% blocker the Holder should execute and deliver, fax or email to
      the Company the attached Special Warrant Exercise Blocker Initiation and
      Termination Form attached hereto as Appendix
C.







4 

	 	(i) 	
      4.9% Blocker Restriction for Electing Non-Affiliate
      Holders. No exercise of any Special Warrants by any Non-Affiliate
      U.S. Holder, any Non-Affiliate Non-U.S. Holder or any Affiliate Non-U.S.
      Holder, other than a Non-Affiliate U.S. Holder, a Non-Affiliate Non-U.S.
      Holder or an Affiliate Non-U.S. Holder that has given notice of its
      election not to be governed by this Section 1(i), together with the
      respective holders affiliates, and any other Persons with whom such holder
      may be deemed to be a Group, will be permitted to the extent that, after
      giving effect to such exercise, such Holder would beneficially own in
      excess of the Beneficial Ownership Limitation (as defined below). The
      Beneficial Ownership Limitation of this Section 1(i) shall be 4.9%
      of the number of Shares outstanding immediately after giving effect to the
      issuance of Shares issuable upon exercise of the Special Warrant. The
      balance of the provisions set forth above in Section 1(h) shall apply,
      with appropriate changes, to this Section 1(i). In order to elect to have
      the 4.9% blocker not apply, the Holder should execute and deliver, fax or
      email to the Company the attached Special Warrant Exercise Blocker
      Initiation and Termination Form attached hereto as Appendix C.

	 	 	 
	 	(j) 	
      Exercise Restriction Applicable to All Holders At
      All Times. Notwithstanding the foregoing provisions regarding
      conversion of Special Warrants, unless the Companys Shareholders Rights
      Plan has been terminated, no Holders Special Warrants may at any time,
      voluntarily or automatically, be exercised in circumstances where the
      Shares issued on exercise thereof would, when aggregated with the other
      Shares beneficially owned by such Holder or any applicable Group of which
      the Holder is a member, exceed 19.99% of the number of Shares outstanding
      immediately after giving effect to the issuance of Shares upon exercise of
      such Special Warrants, as such beneficial ownership is calculated in
      accordance with Section 13(d) of the Exchange Act, provided that if the
      calculation of beneficial ownership were made under the Companys
      Shareholder Rights Plan (the SRP), as it exists as of the date
      hereof, would result in a higher percentage of beneficial ownership, then
      such calculation for the purposes of ascertaining compliance with the SRP
      only shall be made in accordance with the SRP.




	2. 	
      Manner of Effecting Voluntary
    Conversion



2.1                  Subject to Section1(h), 1(i) and 1(j) above, and prior to
the their deemed (automatic) conversion as noted above, the Holder may
voluntarily convert the Special Warrants evidenced by this Special Warrant
Certificate by: 

	 	(a) 	
      duly completing and executing the Voluntary Exercise Form
      attached hereto as Appendix A; and

	 	 	 
	 	(b) 	
      surrendering this Special Warrant Certificate at the
      offices of the Company at 15th Floor, 1040 West Georgia Street, Vancouver,
      BC, V6E 4H1, Attention: Trevor Thomas.




	3. 	
      Certain U.S. Securities Law
  Matters



3.1                  Any Special Warrants and the Underlying Shares acquired by
a Holder in the United States will be considered restricted securities within
the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be
offered, sold, pledged, or otherwise transferred, directly or indirectly,
unless: (A) the transfer is to the Company; (B) the transfer is made outside the
United States in accordance with Regulation S and in compliance with applicable
Canadian local laws or regulations; (C) the transfer is made in compliance with
an exemption from registration under the U.S. Securities Act provided by Rule
144 there under, if available, and in accordance with applicable state
securities laws; (D) in another transaction that does not require registration
under the U.S. Securities Act or any applicable state securities laws; or (E)
pursuant to an effective registration statement under the U.S. Securities Act,
and in each case in accordance with any applicable state securities laws in the
United States, provided that, in the case of transfers pursuant to (C) or (D)
above, the Holder has, prior to such transfer, furnished to the Company an
opinion of counsel or other evidence of exemption, in either case reasonably
satisfactory to the Company. 




5 

3.2                  Upon issuance and until such time as it is no longer
required under applicable requirements of the U.S. Securities Act or applicable
state securities laws, all certificates representing the Special Warrants issued
hereunder and any Underlying Shares issued upon conversion of the Special
Warrants, as well as all certificates issued in exchange for or in substitution
of the foregoing, until such time as is no longer required under the applicable
requirements of the U.S. Securities Act or applicable state securities laws,
will bear, on the face of such certificate, the following legends: 


	
      THE SECURITIES REPRESENTED HEREBY [IF A SPECIAL
      WARRANT INCLUDE: "AND THE SECURITIES ISSUABLE UPON EXERCISE
      THEREOF"] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
      ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT) OR THE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH
      SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY
      BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B)
      OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
      UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM
      REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
      SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER
      FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
      FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. 

	
      

	
      "[FOR CERTIFICATES EVIDENCING UNDERLYING SHARES ONLY:]
      THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER
      HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A
      CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED
      FROM THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY IN CONNECTION WITH A
      SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE COMPANY IS A
      "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT,
      UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF
      REQUESTED BY THE COMPANY OR THE TRANSFER AGENT, AN OPINION OF COUNSEL OF
      RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF
      THE COMPANY AND THE COMPANY, TO THE EFFECT THAT SUCH SALE OF THE
      SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF
      REGULATION S UNDER THE U.S. SECURITIES ACT.;





provided, that if the Special Warrants
or Underlying Shares are being sold outside the United States in compliance with
the requirements of Rule 904 of Regulation S at a time when the Company is a
"foreign issuer" as defined in Regulation S at the time of sale, the legends set
forth above may be removed by providing an executed declaration to the registrar
and transfer agent of the Company, in substantially the form set forth as
Appendix B attached hereto (or in such other forms as the Company may prescribe
from time to time) and, if requested by the Company or the transfer agent, an
opinion of counsel of recognized standing in form and substance satisfactory to
the Company and the transfer agent to the effect that such sale is being made in
compliance with Rule 904 of Regulation S; and provided, further, that, if any
Special Warrants or Underlying Shares are being sold otherwise than in
accordance with Regulation S and other than to the Company, the legend may be
removed by delivery to the registrar and transfer agent and the Company of an
opinion of counsel, of recognized standing reasonably satisfactory to the
Company, that such legend is no longer required under applicable requirements of
the U.S. Securities Act or state securities laws. The legends set forth above
will also be removed (i) pursuant to section 3.1(E) above (effective
registration statement) and (ii) at such time or times that the Underlying
Shares can be sold under Rule 144 without public information requirements or
volume limitations, in either case upon written request of the Holder made to
the Company.




6 

	4. 	
      Covenants Regarding Resale Filings, Reservation of
      Sufficient Underlying Shares, etc.



4.1                  The Company shall use its reasonable best efforts to,
within 90 of the Closing Date, i) obtain a receipt for the Final Prospectus in
the Province in which the Special Warrants have been sold to the Holder (or, if
the Holder is not a resident of Canada, then in the Province of British
Columbia) qualifying the distribution of the Underlying Shares for resale in
Canada and the Company shall cause the Final Prospectus to remain effective and
current until the expiry of the four month Canadian hold period otherwise
applicable to unexercised Special Warrants, and ii) file a U.S. Registration
Statement with the SEC and cause the U.S. Registration Statement to be declared
effective by the SEC qualifying the resale of the Underlying Shares in the
United States and cause such U.S. Registration Statement to remain continuously
effective until such time that investors may resell the Underlying Shares
pursuant to Rule 144 promulgated under the US Securities Act of 1933 without any
public information requirement or volume limitations as determined by counsel to
the investor, but in any event not exceeding two years from closing in
accordance with the Registration Rights Agreement.

4.2                  The Company agrees with the Holder that so long as any
Special Warrants shall remain outstanding it will reserve and keep available a
sufficient number of Underlying Shares for the purpose of enabling it to satisfy
its obligations to issue the Underlying Shares issuable upon the conversion of
the Special Warrants, as may be adjusted hereby, and will cause the Underlying
Shares from time to time acquired pursuant to the conversion of the Special
Warrants to be duly issued and delivered at no additional cost in the name of
the Holder in accordance with the terms hereof. The Underlying Shares will be
issued as fully paid and non-assessable shares of the Company, free from all
liens, charges and encumbrances. The Company will, within three (3) business
days of the date of conversion or deemed conversion of the Special Warrants,
make available for pick-up or, at the request of the Holder, mail to the Holder
thereof certificates for the Underlying Shares issued on such conversion at the
address specified in the Voluntary Exercise Form attached hereto as Appendix
A.

4.3                  For so long as the Special Warrants remain outstanding, the
Company shall use reasonable best efforts to preserve and maintain its corporate
existence and to ensure that the Underlying Shares outstanding or issuable from
time to time upon the conversion of the Special Warrants are listed and posted
for trading on the TSX and NYSE MKT (or such other exchange on which the
Underlying Shares may be listed), provided that this clause shall not be
construed as limiting or restricting the Company from completing a
consolidation, amalgamation, arrangement, takeover bid or merger that would
result in the Underlying Shares ceasing to be listed and posted for trading on
the TSX or NYSE MKT (or such other exchange on which the Underlying Shares may
be listed), so long as the holders of Underlying Shares receive securities of an
entity which is listed on a stock exchange in Canada or the United States, or
cash, or the holders of the Underlying Shares have approved the transaction in
accordance with the requirements of applicable corporate and securities laws and
the policies of the TSX and the NYSE MKT (or such other exchange on which the
Underlying Shares may be listed). In addition, the Company shall make all
requisite filings under applicable securities legislation necessary to remain a
reporting issuer not in default. 

4.4                  For so long as the Special Warrants remain outstanding,
subject to the express provisions hereof, the Company shall carry on and conduct
and shall cause to be carried on and conducted its business in the same manner
as heretofore carried on and conducted and in accordance with industry standards
and good business practice, provided, however, that the Company or any
subsidiary of the Company may cease to operate or may dispose of any business,
premises, property, assets or operation if in the opinion of the directors or
officers of the Company or any subsidiary of the Company, as the case may be, it
would be advisable and in the best interests of the Company or any subsidiary of
the Company, as the case may be, to do so, and subject to the express provisions
hereof, it shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, provided, however, that
(subject to Section 5 hereof) nothing herein contained shall prevent the
amalgamation, consolidation, merger, sale, winding-up or liquidation of the
Company or any subsidiary of the Company or the abandonment of any rights and
franchises of the Company or any subsidiary of the Company if, in the opinion of
the directors or officers of the Company or any subsidiary of the Company, as
the case may be, it is advisable and in the best interest of the Company or of
such subsidiary of the Company to do so. 

4.5                  The Company hereby reconfirms as of the date hereof all of
the representations, warranties and covenants given by the Company in the
Subscription Agreement in favour of the Subscriber (as defined in the
Subscription Agreement) as if such representations, warranties and covenants
were made in favour of the Holder as of the date hereof. 




7 

	5. 	
      Capital Adjustments



5.1                  Subject to approval of the TSX and NYSE MKT (or such other
exchange(s) on which the Underlying Shares may be listed), if at any time after
the date hereof and prior to the expiry of the Special Warrants, and provided
that any Special Warrants remain unexercised, there shall be 

	 	(a) 	
      a reclassification of the Shares, a change in the Shares
      into other shares or securities, or any other capital reorganization of
      the Company other than as described in Section 5.2, or

	 	 	 
	 	(b) 	
      the triggering of a shareholders` rights plan or a
      consolidation, amalgamation, arrangement or merger of the Company with or
      into any other body corporate, trust, partnership or other entity or a
      transfer, sale, conveyance of the property and assets of the Company as an
      entirety or substantially as an entirety to any other body corporate,
      trust, partnership or other entity,



(any of such events being called a Capital
Reorganization) any Holders who shall thereafter acquire Underlying Shares
pursuant to the Special Warrant shall be entitled to receive, at no additional
cost, and shall accept in lieu of the number of Underlying Shares to which such
Holder was theretofore entitled to acquire upon such exercise, the aggregate
number of shares, other securities or other property which such Holder should
have been entitled to receive as a result of such Capital Reorganization if, on
the effective date or record date thereof as the case may be, the Holder had
been the registered holder of the number of Underlying Shares to which such
Holder was theretofore entitled to acquire upon exercise of the Special Warrants
then held. The Company shall not carry into effect any action requiring an
adjustment pursuant to which this Section 5.1 unless all necessary steps have
been taken so that the Holder is thereafter entitled to receive such kind and
number of Underlying Shares, other securities or property. If determined
appropriate by the Company acting reasonably, appropriate adjustments shall be
made in the application of the provisions set forth herein with respect to the
rights and interests of the Holder relative to a Capital Reorganization, to the
end that the provisions set forth herein shall correspond as nearly as may be
reasonably possible to the effect of the Capital Reorganization in relation to
any shares, other securities or other property thereafter deliverable upon the
conversion of any Special Warrants. 

5.2                  If and whenever at any time from the date hereof and prior
to the expiry of the Special Warrants, the Company: 

	 	(a) 	
      subdivides, redivides or changes its outstanding Shares
      into a greater number of shares;

	 	 	 
	 	(b) 	
      consolidates, reduces or combines its outstanding Shares
      into a smaller number of shares; or

	 	 	 
	 	(c) 	
      issues Shares or securities exchangeable for or
      convertible to Shares (convertible securities) to the holders of
      all or substantially all of the outstanding Shares by way of a stock
      dividend (other than the issue of Shares or convertible securities to such
      holders as Dividends paid in the Ordinary Course);



any of the above being a Common Share Reorganization),
the number of Underlying Shares issuable upon the exercise of each Special
Warrant is adjusted immediately after the effective date of the Common Share
Reorganization or on the record date for the issue of Shares or convertible
securities by way of stock dividend, by multiplying the number of Underlying
Shares previously obtainable on the exercise of a Special Warrant by the
fraction of which: 

	 	(i) 	
      the numerator is the total number of Shares outstanding
      immediately after the effective or record date of the Common Share
      Reorganization, or, in the case of the issuance of exchangeable or
      convertible securities, the total number of Shares outstanding immediately
      after the effective or record date of the Common Share Reorganization plus
      the total number of Shares issuable upon conversion or exchange of such
      convertible securities; and

	 	 	 
	 	(ii) 	
      the denominator is the total number of Shares outstanding
      immediately prior to the applicable effective or record date of such
      Common Share Reorganization;







8 

and the Company shall make such adjustment successively
whenever any event referred to in this Section 5.2 occurs and any such issue of
Shares or convertible securities by way of a stock dividend is deemed to have
occurred on the record date for the stock dividend for the purpose of
calculating the number of outstanding Shares under this Section 5.2. To the
extent that any convertible securities are not converted into or exchanged for
Shares, prior to the expiration thereof, the number of Underlying Shares
obtainable under each Special Warrant shall be readjusted to the number of
Underlying Shares that is then obtainable based upon the number of Shares
actually issued on conversion or exchange of such convertible securities. 

5.3                  If and whenever at any time from the date hereof and prior
to the expiry of the Special Warrants, the Company shall fix a record date for
the issue of rights, options or warrants to all or substantially all of the
holders of Shares under which such holders are entitled, during a period
expiring not more than 45 days after the record date for such issue (Rights
Period), to subscribe for or acquire Shares at a price per share to the
holder of less than 95% of the Current Market Price for the Shares on such
record date (any of such events being called a Rights Offering), then the number
of Underlying Shares obtainable upon the exercise of each Special Warrant shall
be adjusted effective immediately after the end of the Rights Period to a number
determined by multiplying the number of Shares obtainable upon the exercise
thereof immediately prior to the end of the Rights Period by a fraction: 

	 	(a) 	
      the numerator of which shall be the number of Shares
      outstanding after giving effect to the Rights Offering and including the
      number of Shares actually issued or subscribed for during the Rights
      Period upon exercise of the rights, warrants or options under the Rights
      Offering; and

	 	 	 
	 	(b) 	
      the denominator of which shall be the aggregate of: (A)
      the number of Shares outstanding as of the record date for the Rights
      Offering, and (B) a number determined by dividing (1) the product of the
      number of Shares issued or subscribed during the Rights Period upon the
      exercise of the rights, warrants, or options under the Rights Offering and
      the price at which such Shares are offered by (2) the Current Market Price
      of the Shares as of the record date for the Rights
  Offering.



5.4                  If and whenever at any time from the date hereof and prior
to the conversion of the Special Warrants, the Company shall issue or distribute
to all or to substantially all of the holders of the Shares: 

	 	(a) 	
      securities of the Company including rights, options or
      warrants to acquire shares of any class or securities exchangeable for or
      convertible into or exchangeable into any such shares or property or
      assets and including evidence of its indebtedness; or

	 	 	 
	 	(b) 	
      any property (including cash) or other
  assets,



and if such issuance or distribution does not constitute
Dividends paid in the Ordinary Course, a Common Share Reorganization or a Rights
Offering (any of such non-excluded events being herein called a Special
Distribution), the number of Underlying Shares obtainable upon the exercise
of each Special Warrant shall be adjusted effective immediately after the record
date at which the holders of affected Shares are determined for purposes of the
Special Distribution to a number determined by multiplying the number of
Underlying Shares obtainable upon the exercise thereof in effect on such record
date by a fraction: 

	 	(i) 	
      the numerator of which shall be the number of Shares
      outstanding on such record date multiplied by the Current Market Price of
      the Shares on such record date; and

	 	 	 
	 	(ii) 	
      the denominator of which shall be: (A) the product of the
      number of Shares outstanding on such record date and the Current Market
      Price of the Shares on such record date, less (B) the excess, if any, of
      (1) the fair market value on such record date, as determined by action by
      the directors (whose determination shall be conclusive), to the holders of
      the Shares of such securities or property or other assets so issued or
      distributed in the Special Distribution over (2) the fair market value of
      the consideration received therefor by the Company from the holders of the
      Shares, as determined by action by the directors (whose determination
      shall be conclusive), subject to TSX
acceptance.




	5.5 	
      In case at any time:







9 

	 	(a) 	
      the Company shall pay any dividend payable in stock upon
      its Underlying Shares or make any distribution to the holders of its
      Underlying Shares;

	 	 	 
	 	(b) 	
      the Company shall offer for subscription pro rata to the
      holders of its Underlying Shares any additional shares or stock of any
      class or other rights;

	 	 	 
	 	(c) 	
      the Company shall make any repayment of capital on, or
      distribution of evidences of indebtedness on, any of its assets (excluding
      cash dividends) to the holders of Shares;

	 	 	 
	 	(d) 	
      there shall be any subdivision, consolidation, capital
      reorganization, or reclassification of the capital stock of the Company,
      or merger, amalgamation or arrangement of the Issuer with, or sale of all
      or substantially all of its assets to, another Company; or

	 	 	 
	 	(e) 	
      there shall be a voluntary or involuntary dissolution,
      liquidation or winding-up of the Company,



the Company shall give to the Holder at least twenty days prior
written notice of the date on which the books of the Company shall close or a
record shall be established for such dividend, distribution, repayment or
subscription rights, or for determining rights to vote with respect to such
subdivision, consolidation, capital reorganization, reclassification, merger,
amalgamation, arrangement, sale, dissolution, liquidation or winding-up, and in
the case of any such subdivision, consolidation, capital reorganization,
reclassification, merger, amalgamation, arrangement, sale, dissolution,
liquidation or winding-up, at least twenty days prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause shall also specify, in the case of any such dividend, distribution,
repayment or subscription rights, the date on which the holders of Underlying
Shares shall be entitled thereto, and such notice in accordance with the
foregoing shall also specify, in the case of any such subdivision,
consolidation, capital reorganization, reclassification, merger, amalgamation,
arrangement, sale, dissolution, liquidation or winding-up, the date on which the
holders of Underlying Shares shall be entitled to exchange their Underlying
Shares for securities or other property deliverable upon such subdivision,
consolidation, capital reorganization, reclassification, merger, amalgamation,
arrangement, sale, dissolution, liquidation or winding-up as the case may be.
Each such written notice shall be given by first class mail, postage prepaid,
addressed to the Holder at its address as shown on the books of the Company. Any
written notice contemplated by this Section 5.5 shall only be delivered after
the public announcement of such dividend, distribution, repayment or
subscription rights, or for determining rights to vote with respect to such
subdivision, consolidation, capital reorganization, reclassification, merger,
amalgamation, arrangement, sale, dissolution, liquidation or winding-up. 

5.6                  The Company covenants and agrees that it will not during
the period of any notice given under Section 5.5 close its share transfer books
or take any other corporate action which might deprive the Holder of the
opportunity to exercise its Special Warrants; provided that nothing contained in
this Section 5.6 will be deemed to affect the right of the Company to do or take
part in any of the things referred to in Section5.5. 

5.7                  The Company shall from time to time immediately after the
occurrence of any event which requires an adjustment as provided in Section 5.1,
5.2, 5.3 or 5.4, deliver a notice to the Holder specifying the nature of the
event requiring the adjustment, the amount of the adjustment necessitated
thereby, and setting forth in reasonable detail the method of calculation and
the facts upon which the calculation is based. In the event of a dispute about
such calculation, the certificate shall be supported by a certificate of the
auditor appointed in Section 5.8 verifying such calculation. 

5.8                  In case the Company, after the date hereof, shall take any
action affecting any securities of the Company, other than as previously set out
herein, which in the opinion of the directors would materially affect the rights
and interests of the Holder hereunder, the number of Underlying Shares or other
securities which shall be issuable on the exercise of the Special Warrants shall
be adjusted in such manner, if any, and at such time as the directors, in their
sole discretion, acting reasonably and in good faith, may determine to be
equitable in the circumstances, provided that no such adjustment will be made
unless all necessary regulatory approvals, if any, have been obtained. In the
event of any question arising with respect to any adjustment provided for
herein, such question shall be conclusively determined by an independent firm of
Chartered Professional Accountants appointed by the Company at its sole
discretion (who may not be the Companys auditors) and any such determination
shall be binding upon the Company and the Holder. 




10 

5.9                  No adjustment shall be made in respect of any event
described herein, other than the events referred to in Sections 5.2(a) or
5.2(b), if the Holder is entitled to participate in such event on the same
terms, mutatis mutandis, without amendment, as if the Holder had
exercised the Special Warrants prior to or on the effective date or record date
of such event, subject to the written consent of the TSX (or such other exchange
on which the Underlying Shares may be listed). The adjustments provided for
herein are cumulative and such adjustments shall be made successively whenever
an event referred to herein shall occur, subject to the limitations provided for
herein. No adjustment shall be made in the number or kind of Underlying Shares
or other securities which may be acquired on the exercise of a Special Warrant
unless it would result in a change of at least one-one hundredth of a Common
Share or other security. Any adjustment which may by reason of this paragraph
not be required to be made shall be carried forward and then taken into
consideration in any subsequent adjustment. 

5.10                  After any adjustment pursuant to this Section 5, the term
Underlying Shares where used in this Special Warrant Certificate is interpreted
to mean securities of any class or classes which, as a result of such adjustment
and all prior adjustments pursuant to this Section 5, the Holder is entitled to
receive upon the exercise of his Special Warrant, and the number of Underlying
Shares obtainable in any exercise made pursuant to a Special Warrant is
interpreted to mean the number of Underlying Shares or other property or
securities a Holder is entitled to receive, as a result of such adjustment and
all prior adjustments pursuant this Section 5, upon the full exercise of a
Special Warrant. 

5.11                  Notwithstanding any adjustments provided for herein or
otherwise, the Company shall not be required, upon the exercise of any Special
Warrants, to issue fractional Underlying Shares or other securities in
satisfaction of its obligations hereunder and any fractions shall be eliminated.
To the extent that the Holder would otherwise be entitled to acquire a fraction
of a Common Share or other security, such right may be exercised in respect of
such fraction only in combination with other rights which in the aggregate
entitle the Holder to acquire a whole number of Underlying Shares or other
securities. The Company will not pay any cash compensation to any Holder for the
cancellation of fractional shares.

5.12                  As a condition precedent to the taking of any action which
requires an adjustment as provided for herein, including the number of
Underlying Shares obtainable upon the exercise or deemed exercise thereof, the
Company shall take any corporate action which may in its opinion be necessary in
order that the Company or any successor to the Company has unissued and reserved
Shares in its authorized capital and may validly and legally issue as fully paid
and non-assessable all the Underlying Shares and may validly and legally deliver
all other securities or property which the Holder is entitled to receive on the
full exercise of the Special Warrants in accordance with the provisions hereof.


	6. 	
      Partial Conversion, Exchange and Replacement of
      Certificates



6.1                  In the event any of the Special Warrant Certificates shall
be mutilated, lost, destroyed or stolen, the Company, subject to applicable law,
shall, at the expense of the Holder, issue a new Special Warrant Certificate of
like denomination, date and tenor as the one mutilated, lost, destroyed or
stolen in exchange for and in place of and upon cancellation of such mutilated
Special Warrant Certificate, or in lieu of and in substitution for such lost,
destroyed or stolen Special Warrant Certificate, and the substituted Special
Warrant Certificate shall be in a form approved by the Company and the Holder
thereof shall be entitled to the benefits of the original Special Warrant
Certificate and shall rank equally in accordance with its terms with all other
Special Warrant Certificates issued at the same time as the original Special
Warrant Certificate. 

6.2                  The registered Holder of this Special Warrant Certificate
may, at any time prior to the voluntary or deemed exercise of the Special
Warrants, upon surrender hereof to the Company, exchange this Special Warrant
Certificate for other Special Warrant Certificates entitling the Holder to
acquire, in the aggregate, the same number of Underlying Shares as may be
acquired under this Special Warrant Certificate. 

6.3                  The holding of the Special Warrants evidenced by this
Special Warrant Certificate shall not constitute the Holder hereof a shareholder
of the Company or entitle the Holder to any right or interest in respect thereof
except as expressly provided in this Special Warrant Certificate. 

6.4                  Prior to the conversion or deemed conversion, the Special
Warrants represented by this Special Warrant Certificate shall be deemed to be
surrendered only upon personal delivery hereof or, if sent by mail or other
means of transmission, upon actual receipt thereof by the Company.




11 

6.5                  Following the full conversion or deemed conversion of this
Special Warrant Certificate, this Special Warrant Certificate will be cancelled
and the rights of the Holder hereunder (other than the right of the Holder to
receive certificates representing the Underlying Shares issued on such
conversion which right will survive until the Holder has received the
certificates) will terminate. Immediately after the conversion or deemed
conversion, this Special Warrant Certificate will be cancelled and the rights of
the Holder hereunder (other than the right of the holder to receive Underlying
Shares issued on conversion or deemed conversion of the Special Warrant
Certificate, which rights will survive until the Holder has received the
Underlying Shares) will terminate. 

6.6                  Upon the date of conversion or deemed conversion of these
Special Warrants, the person or persons in whose name or names the Underlying
Shares issuable upon exercise of the Special Warrants are to be issued shall be
deemed for all purposes to be the holder or holders of record of such Underlying
Shares and the Company covenants that it will cause a certificate or
certificates representing such Underlying Shares to be delivered or mailed to
the person or persons listed in a register of Special Warrant holders kept by
the Company or, as applicable, at the address or addresses specified in the
Exercise Form (if the same has been provided to the Company prior to such
mailing) within five (5) business days. 

6.7                  The registered Holder of these Special Warrants may acquire
any lesser number of Underlying Shares than the number of Underlying Shares
which may be acquired for the Special Warrants represented by this Special
Warrant Certificate. In such event, the holder, without charge therefor, shall
be entitled to receive a new Special Warrant Certificate for the balance of the
Underlying Shares which may be acquired. No fractional Underlying Shares will be
issued. To the extent that the Holder would otherwise have been entitled to
receive, on the conversion or partial conversion of Special Warrants, a fraction
of a Common Share, the Holder may convert that right in respect of the fraction
only in combination with another Special Warrant(s) that in aggregate entitle
the Holder to purchase a whole number of Underlying Shares. If not so converted,
the Company shall not pay any amounts to the Holder in satisfaction of the right
to otherwise have received a fraction of a Common Share. 

	7. 	
      Meetings of Special Warrant
  Holders



7.1                  The registered Holder of this Special Warrant Certificate
may, at any time prior to the conversion or deemed conversion of these Special
Warrants, convene a meeting of the Special Warrant holders, if the Holder
executes a request for a meeting, signed in one or more counterparts, by Special
Warrant holders entitled to acquire in the aggregate not less than 10% of the
aggregate number of Underlying Shares which could be acquired pursuant to all
the Special Warrants then unconverted and outstanding. At least ten (10) days
prior notice of any meeting of Special Warrant holders shall be given to the
Special Warrant holders in the manner provided for below and to the Company.
Such notice shall state the time when and the place where the meeting is to be
held, shall state briefly the general nature of the business to be transacted
thereat and shall contain such information as is reasonably necessary to enable
the Special Warrant holders to make a reasoned decision on the matter but it
shall not be necessary for any such notice to set out the terms of any
resolution to be proposed. Every such meeting shall be held in the City of
Vancouver, British Columbia, or at such other place as may be approved or
determined by the Company. An individual (who need not be a Special Warrant
holder) designated in writing by the Company shall be Chairman of the meeting
and, if no individual is so designated or if the individual so designated is not
present within fifteen (15) minutes from the time fixed for the holding of the
meeting, the Special Warrant holders present in person or by proxy shall choose
an individual present to be Chairman. At any meeting of the Special Warrant
holders, a quorum shall consist of Special Warrant holders present in person or
by proxy and entitled to purchase at least 10% of the aggregate number of
Underlying Shares which could be acquired pursuant to all the then outstanding
Special Warrants, provided that at least two persons entitled to vote thereat
are personally present. No business shall be transacted at any meeting unless a
quorum is present at the commencement of business. The Chairman of any meeting
at which a quorum of the Special Warrant holders is present may, with the
consent of the meeting, adjourn any such meeting and no notice of such
adjournment need be given except such notice, if any, as the meeting may
prescribe. Representatives of the Company may attend any meeting of the Special
Warrant holders but shall have no vote as such unless in their capacity as a
Special Warrant holder or a proxy for a Special Warrant holder. Questions other
than those required to be determined by extraordinary resolution shall be
decided by a majority of the votes cast on the poll. In addition, the Special
Warrant holders at a meeting shall have the power, exercisable from time to time
by extraordinary resolution: 

	 	(a) 	
      to amend, alter or repeal any extraordinary resolution
      previously passed or sanctioned by the Special Warrant
  holders;







12 

	 	(b) 	
      to direct or authorize a duly appointed representative of
      the Special Warrant holders to enforce any of the covenants on the part of
      the Company contained in this Special Warrant Certificate or to enforce
      any of the rights of the Special Warrant holders in any manner specified
      in such extraordinary resolution or to refrain from enforcing any such
      covenant or right;

	 	 	 
	 	(c) 	
      to waive any default on the part of the Company in
      complying with any provision of this Special Warrant Certificate, either
      unconditionally or on any condition specified in such extraordinary
      resolution;

	 	 	 
	 	(d) 	
      to restrain any Special Warrant holder from taking or
      instituting any suit, action or proceeding against the Company for the
      enforcement of any of the covenants on the part of the Company in this
      Special Warrant Certificate or to enforce any of the rights of the Special
      Warrant holders;

	 	 	 
	 	(e) 	
      to direct any Special Warrant holder who, as such, has
      brought a suit, action or proceeding to stay or discontinue or otherwise
      deal with the same on payment of the costs, charges and expenses
      reasonably and properly incurred by such Special Warrant holder in
      connection therewith;

	 	 	 
	 	(f) 	
      to assent to any change in or omission from the
      provisions contained in this Special Warrant Certificate or any ancillary
      or supplemental instrument which may be agreed to by the Company;
    and

	 	 	 
	 	(g) 	
      to assent to any compromise or arrangement with any
      creditor or creditors or any class or classes of creditors, whether
      secured or otherwise, and with holders of any shares or other securities
      of the Company.



7.2                  An extraordinary resolution is passed by the affirmative
vote of Special Warrant holders entitled to acquire not less than 66 % of the
aggregate number of Underlying Shares which may be acquired pursuant to all the
then outstanding Special Warrants represented at the meeting and voted on the
poll on such resolution. Every resolution and every extraordinary resolution
passed in accordance with the provisions herein at a meeting of the Special
Warrant holders shall be binding on all the Special Warrant holders, whether
present at or absent from such meeting. This Special Warrant Certificate shall
be deemed to be amended to take into account the effect of all such
extraordinary resolutions. Such extraordinary resolutions shall, where
applicable, be binding on the Company which shall give effect thereto
accordingly. 

	8. 	
      Notice



8.1                  Any notice to the Company under the provisions of this
Special Warrant shall be valid and effective if delivered to or if given by
registered letter, postage prepaid, addressed to the Company at: 

For the Company: 

15th Floor, 1040 West
Georgia Street, 
Vancouver, BC, V6E 4H1, 
Attention: Trevor Thomas,

Tel: (604) 684-6365 
Fax: (604) 684-8092 

With a courtesy copy (not required for
valid delivery of notice to the Company) to: 

McMillan LLP 
Royal Centre, 1055
West Georgia Street 
Suite 1500, PO Box 11117 
Vancouver, BC, V6E 4N7

Attention: Bernhard Zinkhofer 
Tel: (604) 689-9111 
Fax: (604)
685-7084 




13 

and shall be deemed to have been effectively given on the date
of delivery or, if mailed, five (5) days after actual posting of the notice. The
Company may from time to time notify the holders of Special Warrants in writing
of a change of address which thereafter, until changed by like notice, shall be
the address of the Company for all purposes of this Special Warrant. If, by
reason of a strike, lockout or other work stoppage, actual or threatened,
involving postal employees, any notice to be given to the holder hereunder could
reasonably be considered unlikely to reach its destination, such notice shall be
valid and effective only if it is delivered to the named officer or party to
which it is addressed or, if it is delivered to such party at the appropriate
address provided above, by telecopier, PDF, email or other means of prepaid,
transmitted and recorded communication. 

8.2                  Any notice to holders of Special Warrants under the
provisions of this Special Warrant shall be valid and effective if sent by
telecopier or email through electronic means, or letter or circular through the
ordinary post addressed to such holders at their post office addresses appearing
on the register of holders of Special Warrants and shall be deemed to have been
effectively given on the date of delivery or, if mailed, five (5) days following
actual posting of notice. If, by reason of a strike, lockout or work stoppage,
actual or threatened, involving postal employees, any notice to be given to the
holder hereunder could reasonably be considered unlikely to reach its
destination, such notice shall be valid and effective only if it is delivered
personally to such holder or if delivered to the address of such holder
contained in the register of Special Warrants maintained by the Company, by
telecopier or other means of prepaid transmitted and recorded communication.


8.3                  In the event that any day on or before which any action is
required to be taken hereunder is not a business day in Vancouver, British
Columbia, then such action shall be required to be taken at or before the
requisite time on the next succeeding day that is a business day. 

	9. 	
      Miscellaneous



9.1                  This Special Warrant Certificate shall be construed in
accordance with the laws of the Province of Ontario and shall be treated in all
respects as an Ontario contract. 

9.2                  Time shall be of the essence hereof. 

	10. 	
      Certain
Definitions:



10.1                  In addition to other terms defined in the body hereof, the
following terms have the meanings defined below: 

		
      (a)
	
      beneficially own(s) means to own within the
      meaning of Section 13(d) of the U.S. Exchange Act and the rules and
      regulations of the SEC promulgated thereunder;

	 	 	 
		(b) 	
      CDN Qualification Date means the date a receipt is
      issued by Canadian securities regulators for the Final Prospectus as
      described in Section 1Error! Reference source not found.;

	 	 	 
		(c) 	
      Common Stock Equivalent means any securities of
      the Company which would entitle the holder thereof to acquire at any time
      Shares, including, without limitation, any debt, preferred stock,
      warrants, options or other instruments convertible into or exercisable or
      exchangeable for Shares;

	 	 	 
		(d) 	
      Company means Northern Dynasty Minerals
  Ltd.

	 	 	 
		(e) 	
      Current Market Price of a Share at any date means
      the price per share equal to the volume weighted average price at which
      the Shares have traded during the five (5) consecutive trading days ending
      five days before such date, on the TSX, or, if the Shares are not listed
      thereon, on any stock exchange on which such shares are listed as may be
      selected for such purpose by the directors or, if such shares are not
      listed on any stock exchange, then on such over-the-counter market in
      Canada as may be selected for such purpose by the directors, provided
      further that if the Common Shares are not then listed on any Canadian
      stock exchange or traded in the over-the counter market, then the Current
      Market Price shall be determined by such firm of independent Chartered
      Professional Accountants as may be selected by the directors of the
      Company;







14 

	 	(f) 	
      Dividends paid in the Ordinary Course means such
      dividends payable in cash (or in securities, property or assets of
      equivalent value) declared payable on a Share in any fiscal year of the
      Company to the extent that such dividends in the aggregate do not exceed
      in amount or value the greater of:




	 	(i) 	
      100% of the aggregate amount or value of the dividends
      declared payable by the Company on the Shares in the period of 12
      consecutive months ended immediately prior to the first day of such fiscal
      year; and

	 	 	 
	 	(ii) 	
      50% of the consolidated net earnings of the Company,
      before extraordinary items and after dividends paid on any and all
      preferred shares of the Company (if any) for the period of 12 consecutive
      months ended immediately prior to the first day of such fiscal year (such
      consolidated net earnings to be as shown in the audited consolidated
      financial statements of the Company for such 12 month period or, if there
      are no audited financial statements in respect of such period, computed in
      accordance with generally accepted accounting principles consistent with
      those applied in the preparation of the most recent audited consolidated
      financial statements of the Company);



and for such purposes the amount of any dividends paid in other
than cash or shares of the Company shall be the fair market value of such
dividends as determined by the directors; 

	 	(g) 	
      Final Prospectus means the final prospectus
      qualifying in certain Provinces of Canada the distribution of the Shares
      to be issued upon the voluntary or deemed exercise of the Special
      Warrants;

	 	 	 
	 	(h) 	
      Group means a group of beneficial owners within
      the meaning of Section 13(d) of the U.S. Securities Exchange Act and the
      rules and regulations of the SEC promulgated thereunder;

	 	 	 
	 	(i) 	
      NYSE MKT means the NYSE MKT Stock
  Exchange;

	 	 	 
	 	(j) 	
      Registration Rights Agreement means the agreement
      attached as Schedule D to the Subscription Agreement which is to be
      entered into between the Company and each of the Special Warrant who is or
      becomes a U.S. Person;

	 	 	 
	 	(k) 	
      Resale Filings means the Final Prospectus and the
      U.S. Registration Statement;

	 	 	 
	 	(l) 	
      Resale Filings Termination Date means for each
      holder of Special Warrants the second anniversary of the issuance date
      shown on the first page of the Special Warrant certificate.

	 	 	 
	 	(m) 	
      SEC means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(n) 	
      Securities Commissions means, collectively, the
      Canadian securities commission or other securities regulatory authority in
      each of the Provinces where a Final Prospectus is filed;

	 	 	 
	 	(o) 	
      Securities Laws means the securities laws,
      regulations, rules, and instruments adopted by the securities regulator as
      applicable in each Designated Province and the U.S. Securities Act and the
      U.S. Exchange Act and the rules and regulations of the SEC promulgated
      under the U.S. Securities Act and the U.S. Exchange Act and the policies
      of the TSX and NYSE MKT;

	 	 	 
	 	(p) 	
      Shares means common shares without par value in
      the capital of the Company of the type listed on the TSX and NYSE
    MKT;

	 	 	 
	 	(q) 	
      Subscription Agreement means the subscription
      agreement to purchase Special Warrants dated on or about August 26, 2015
      and executed between Northern Dynasty Minerals Ltd. and the original
      holder of the Special Warrants;

	 	 	 
	 	(r) 	
      TSX means the Toronto Stock
  Exchange;







15 

	 	(s) 	
      Underlying Shares means the Shares to be issued on
      the voluntary or deemed exercise of the Special Warrants;

	 	 	 
	 	(t) 	
      U.S. Exchange Act means the U.S. Securities
      Exchange Act of 1934, as amended;

	 	 	 
	 	(u) 	
      U.S. Person has the meaning ascribed thereto in
      Rule 902(k) of Regulation S promulgated under the U.S. Securities
    Act;

	 	 	 
	 	(v) 	
      U.S. Registration Statement means a registration
      statement on Form F-3 or other appropriate securities registration form
      filed with the SEC to permit the resale within the United States of the
      Underlying Shares; and

	 	 	 
	 	(w) 	
      U.S. Securities Act the United States
      Securities Act of 1933, as amended.







APPENDIX A 

VOLUNTARY EXERCISE FORM 

	TO: 	NORTHERN DYNASTY MINERALS LTD.
  


The undersigned registered holder
of the within Special Warrants hereby irrevocably exercises the right to acquire
_____________________ Underlying Shares of Northern Dynasty Minerals Ltd. (the
"Company") (or such number of other securities or property to which
Special Warrants entitle the undersigned in lieu thereof or in addition thereto)
in accordance with and subject to the provisions of the annexed Special Warrant
Certificate. 

DATED this ___ day of _____________________, 201__. 

		 	 
	Signature Guaranteed 	 	Signature (Signature of Special Warrantholder
      to be 
	  	 	the same as appears on the face of the Special
    
	  	 	Warrant Certificate) 
	  	 	  
	  	 	  
	  	 	(Name in Full – Please Print)




	Notes: 	  
	  	  
	(1) 	Underlying Shares will be issued in the name of
      the registered holder and delivered to the address of the registered
      holder as it appears on the Special Warrant register unless otherwise
      directed. 


Instructions: The registered holder may exercise its
right to receive Underlying Shares by completing this form and surrendering this
form and the Special Warrant Certificate representing the Special Warrants being
exercised to the Company at its office at 15th Floor, 1040 West
Georgia Street, Vancouver, BC V6E 4H1, Attention: Trevor Thomas. Certificates
for Underlying Shares will be made available for pick-up or, at the request of
the holder, delivered or mailed within five (5) business days after the exercise
of the Special Warrants. If the Exercise Form is signed by a Company, executor,
administrator, curator, guardian, attorney, officer of a Company or any person
acting in a fiduciary or representative capacity, the certificate must be
accompanied by evidence of authority to sign satisfactory to the Company. 

The above signed hereby directs
that the said Underlying Shares be issued and registered as follows: 

	Name(s) in Full: 	 
	 	 
	Address(es) in Full: 	 
	 	 
	(including postal code) 	 
	 	 
	No. of Underlying Shares:	 


Note: If further nominees are intended, please attach (and
initial) schedule giving these particulars. 

BY VOLUNTARILY EXCERCISING THIS SPECIAL WARRANT YOU WILL RECEIVE
UNDERLYING 
SHARES THAT MAY BE SUBJECT TO RESALE RESTRICTIONS




17 

APPENDIX B 

FORM OF DECLARATION FOR REMOVAL OF LEGEND 

	TO: 	Northern Dynasty Minerals Ltd. (the
      "Company") 
	 	 
	TO: 	Registrar and transfer agent for the shares of
      the Company 


The undersigned (A) acknowledges that the sale of the
securities of the Company to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the
undersigned is not (a) an "affiliate" of the Company (as that term is defined in
Rule 405 under the U.S. Securities Act) (b) a "distributor" as defined in
Regulation S or (c) an affiliate of a distributor; (2) the offer of such
securities was not made to a person in the United States and either (a) at the
time the buy order was originated, the buyer was outside the United States, or
the seller and any person acting on its behalf reasonably believed that the
buyer was outside the United States, or (b) the transaction was executed on or
through the facilities of the Toronto Stock Exchange and neither the seller nor
any person acting on its behalf knows that the transaction has been prearranged
with a buyer in the United States; (3) neither the seller nor any affiliate of
the seller nor any person acting on their behalf has engaged or will engage in
any directed selling efforts in the United States in connection with the offer
and sale of such securities; (4) the sale is bona fide and not for the purpose
of "washing off" the resale restrictions imposed because the securities are
restricted securities (as that term is defined in Rule 144(a)(3) under the U.S.
Securities Act); (5) the seller does not intend to replace such securities with
fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions, which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the U.S. Securities Act. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities Act. 

	Dated _____________ 20__. 	X 
	  	Signature of individual (if Purchaser is
      an individual) 
	 	 
	  	X 
	  	Authorized signatory (if Purchaser is not
      an individual) 
	  	  
	  	Name
      of Purchaser (please print) 
	  	  
	  	Name
      of authorized signatory (please print) 
	  	  
	 	 
	  	Official capacity of authorized signatory
      (please print) 


Affirmation by Sellers Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________(the "Seller") dated _______________________, with
regard to the sale, for such Sellers account, of the
_________________represented by certificate number ______________of the Company
described therein, and we hereby affirm that, to the best of our knowledge and
belief, the facts set forth therein are full, true and correct.

Name of Firm 

	                 
      __________________________________________________
	               
       Name of Firm 
	 
	By:         
      ___________________________________________________
	 
	               
       Authorized Officer 
	 
	Dated__________________: 20__. 






18 

APPENDIX C 

SPECIAL WARRANT EXERCISE BLOCKER INITIATION AND TERMINATION
FORM 

	TO: 	NORTHERN DYNASTY MINERALS LTD.
  


The undersigned registered holder
of ___________Special Warrants represented by Special Warrant certificate
No.______________hereby notifies you that it wishes to effect the following
action in connection with the blocker provisions contained in section 1(h) or
1(i) of the Special Warrant Certificate. The undersigned elects to hereby: (tick
applicable box)

	 	 	[  ]	A. 	
      give 61 days notice to cancel the 9.9% blocker
      contemplated by section 1(h);

	 	 	 	 	 
	 	 	[  ]	B. 	
      elects to be governed by the 9.9% blocker contemplated by
      section 1(h) effective immediately; OR

	 	 	 	 	 
	 	 	[  ]	C. 	
      give 61 days notice to cancel the 4.99% blocker
      contemplated by section 1(i).



DATED this ______ day of
________________________ , 201__. 

	________________________________________
	Signature (Signature of Special Warrantholder to be 
	the same as appears on the face of the Special 
	Warrant Certificate) 
	  
	_______________________________________
	(Name in Full Please Print) 


Send Completed Form to: 

15th Floor, 1040 West
Georgia Street, 
Vancouver, BC, V6E 4H1, 
Attention: Trevor Thomas,

Tel: (604) 684-6365 
Fax: (604) 684-8092 
Trevor Thomas
[TrevorThomas@hdimining.com]