Northern Dynasty Minerals Ltd.: Exhibit 4.1 - Filed by newsfilecorp.com






Execution Copy 

NORTHERN DYNASTY MINERALS LTD. 

SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS 

			The following items in this Subscription
      Agreement must be completed (please tick applicable boxes when
      returning this form with funds): 
	 	  	  
	 	I. 	All Subscribers: 
	 	  	  
	 	[  ] 	Subscriber and subscription amount information in the boxes
      and signature on pg 2; 
	 	  	  
	 	[  ] 	Attach
      certified funds or draft payable to Northern Dynasty Minerals Ltd. or wire
      as per below; 
	 	  	  
		[  ] 	
      Subscribers who are individuals (natural person) or
      resident in Canada and who are “Accredited Investors” (as defined herein
      but generally meaning higher net worth or higher net income persons) must
      complete and sign Schedule “B” – Accredited Investor Form (Canada);
  

	 	  	  
		[  ] 	
      Subscribers who are not individuals (e.g. corporations,
      partnerships, or trusts) and are purchasing at least CDN$150,000 of
      Special Warrants are exempt and do not require additional forms (except
      U.S. Persons- see below) but if the corporate Subscriber is subscribing
      for less than CDN$150,000 amount the corporate Subscriber must qualify as
      an “accredited investor” as defined by section 7(a)(i)(A) (generally net
      assets of at least $5 million). 

	 	  	  
		[  ] 	Canadian individual Subscribers who are relying on the Family
      Friends and Business Associates (“FFBA”) exemption must execute the FFBA
      Risk Acknowledgement attached as Schedule “C” 
	 	  	  
		[  ] 	
      The above exemptions from prospectus requirements are the
      most commonly used. Other exemptions from prospectus and registration
      requirements may be available for certain other types of Subscribers as
      described in this document in section 7, if you are relying on one of them
      please tick this box. 

	 	  	  
	 	II. 	U.S. Persons: 
	 	  	  
		[ 
      ] 	
      If you are U.S. Person you must also complete Schedule
      “D” – U.S. Accredited Investor Certificate and execute the Registration
      Rights Agreement – Schedule “E”. If Schedules D and E are applicable no
      other Schedules are required from a U.S. Person. 



A completed and executed copy of this Subscription Agreement
must be delivered by courier, email or fax, together with certified or wired
funds confirmation by no later than 3:00 p.m. (Vancouver time) on August
26, 2015 to the Company’s the contact details on page
3. 

Until accepted by the Company, this document is an offer to
subscribe for Special Warrants by the Subscriber. All monetary figures are
Canadian dollars. These Special Warrants being are offered for sale only where
permitted by applicable law and only to eligible subscribers resident in Canada,
the United States or in certain other international jurisdictions acceptable to
the Company. This document is confidential and must not be shared with any
person except your professional advisors without the Company’s consent.


- 1 - 




Wire funds in either Canadian or US dollars as follows:


	Bank Name and Address: 	CIBC, Commerce Place, 400 Burrard Street,
  Vancouver, BC, V6C 3A6 
	 	 
	Bank: 	010 
	 	 
	Branch: 	00010 
	 	 
	Account Number: 	70 10214 (CAD) 
	 	 
	Account Number: 	03 18914 (USD) 
	 	 
	Swift #: 	CIBCCATT 
	 	 
	Beneficiary Name: 	Northern Dynasty Minerals Ltd.



- 2 - 




SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS 

	TO: 	Northern Dynasty Minerals Ltd. (the
      “Company”) 


The undersigned (hereinafter referred to as the
“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
the number of special warrants (the “Special Warrants”) of the Company as
set forth below for the aggregate subscription price set forth below (the
“Aggregate Subscription Price”), representing a subscription price of
$0.399 per Special Warrant, upon and subject to the terms and conditions
set forth herein. In addition to this page, the Subscriber must also complete
the applicable Schedules attached hereto (see cover page for applicability
guidelines). 

Please print or type all information. 

	 	 	 	 	 
	  	 	 	No. of Special Warrants
      @$0.399:__________ 	 
	 	 	 	 	 
	(Name of
      Subscriber- please print) 	 	 	Aggregate 	 
	 	 	 	 	 
	  	 	 	Subscription Price:
      $________________________	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	 	If the person signing this subscription is
      not 	 
	  	 	 	purchasing, nor deemed by applicable
      securities 	 
	(Official
      Capacity or Title – please print) 	 	 	regulation to be purchasing, as principal
      and is 	 
	  	 	 	signing as agent for one or more principals
      (a 	 
	  	 	 	“Disclosed Principal”), complete the
      following for 	 
	  	 	 	each such principal (attach additional pages
      if 	 
	  	 	 	required): 	 
	Please print name
      of individual whose signature 	 	 	  	 
	appears above if
      different than the name of the 	 	 	 
    	 
	purchaser printed
      above. 	 	 	  	 
	  	 	 	(Name of Disclosed Principal) 	 
	(Address of
      Residence) 	 	 	 
    	 
	  	 	 	  	 
	  	 	 	(Address of Residence of Disclosed
      Principal) 	 
	 	 	 	 	 
	 	 	 	 	 
	(Subscriber’s
      E-mail) 	 	 	  	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	 	(Disclosed Principal’s E-mail) 	 
	 	 	 	 	 
	(Subscriber’s
      Telephone No.) 	 	 	  	 
	  	 	 	(Disclosed Principal’s Telephone No.)
	 
	 	 	 	 	 


- 3 - 




The above Subscriber hereby executes and tenders this
Subscription Agreement to the Company on the terms and conditions hereof. The
Subscriber acknowledges that the Company has a positive obligation to confirm
the contents of any exemption being relied upon and may contact the Subscriber
to confirm the information herein provided. Where the Subscriber has relied on
the Accredited Investor exemption, the Subscriber may be asked to provide a
reference (accountant, banker, lawyer, and broker) who can confirm the
Subscriber’s status as an Accredited Investor or other evidence of the required
net worth or annual income. 

	 	 	Date__________________________ 
	Subscriber
    Signature  	 	


For delivery of Subscription documents and assistance with
forms: 

Northern Dynasty Minerals Ltd. 
c/o Trevor Thomas.
Esq., General Counsel 

Email: TrevorThomas@hdimining.com
Fax
+1-604-684-8092,
15th Floor - 1040 W. Georgia St.,
Vancouver
BC V6E 4H1 Canada.
Dir +1-778-373-6723 T +1-604-649-6673. 

- 4 - 




The Company is hereby directed to issue and register any
certificates representing the Special Warrants subscribed for, and deliver them,
as follows: 

	Registration Instructions: 	 	 	Delivery Instructions: 	 
	 	 	 	 	 
	As
      above  [  ] or 	 	 	As above  [  ] or 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name [Please Print] 	 	 	Account reference, if
      applicable 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Account reference, if applicable 	 	 	Contact Name [Please
      Print] 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Address 	 	 	Address 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	(Telephone Number) 	 


ACCEPTANCE: The Company hereby accepts the subscription
for Special Warrants as set forth above on the terms and conditions contained in
this Subscription Agreement. 

Dated _______________________, 2015. 

NORTHERN DYNASTY MINERALS LTD. 

	Per: ____________________________________	 
	 	 
	Authorized Signatory	 


- 5 - 





	TO: 	Northern Dynasty Minerals Ltd.
  



	1. 	
      Subscription Offer. The undersigned (the
      “Subscriber”) hereby tenders to the Company this subscription offer
      which, upon acceptance by the Company and subject to the terms set out
      herein, will constitute an agreement (the “Subscription Agreement”)
      of the Subscriber with the Company to purchase from the Company and, on
      the part of the Company, to sell to the Subscriber, the number of Special
      Warrants (the “Special Warrants”) set out on page one hereof at the
      price (the “Purchase Price”) of $0.399 per Special Warrant,
      all on the terms and subject to the conditions set forth in this
      Subscription Agreement, including the term sheet (the “Term Sheet”)
      attached as Schedule “A” hereto. The Subscriber acknowledges that the
      Special Warrants such Subscriber is purchasing are part of a larger
      offering by the Company of up to $20 million (the “Offering”) which
      may include other securities which are convertible into Shares or other
      forms of Share issuances such as for asset acquisitions. No executed
      Subscription Agreement is contingent on execution or completion of any
      other Subscription Agreement and there is no minimum Offering size or
      subscription amount.

	 	 
	2. 	
      Subscriber as Trustee, Agent, Representative or
      Nominee for Beneficial Purchaser. If the Subscriber is acting as
      trustee, agent, representative or nominee for a beneficial purchaser,
      including a Disclosed Principal (“Beneficial Purchaser”), the
      Subscriber understands and acknowledges that the representations,
      warranties, and agreements made herein are made by the Subscriber, with
      respect to the Subscriber, and with respect to the Beneficial Purchaser.
      Unless the context otherwise requires or as specifically stated,
      references to the Subscriber in this Subscription Agreement are to the
      Subscriber and any such Beneficial Purchaser.

	 	 
	3. 	
      Definitions. In this Subscription Agreement,
      unless the context otherwise requires:




	 	(a) 	
      “Accredited Investor” means, with respect to a
      Canadian resident, a person who qualifies as such under section 1.1 of NI
      45-106 and, with respect to a U.S. Person, a person who qualifies as such
      under Rule 501 of Regulation D promulgate under the U.S. Securities
      Act;

	 	 	 
	 	(b) 	
      “Accredited Investor Form (Canada)” means the form
      attached hereto as Schedule “B” to be used by non-U.S. Persons who are
      individuals (natural persons) who qualify as Accredited Investors. The
      form is not to be used by corporations, partnerships or trusts which
      qualify as Accredited Investors under section 1.1 of NI 45-106 (generally
      requiring a net assets of at least $5 million on their last financial
      statement). Any corporation, trust or partnership which purchases at least
      $150,000 of Special Warrants is not required to qualify as an Accredited
      Investor;

	 	 	 
	 	(c) 	
      “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;

	 	 	 
	 	(d) 	
      “CDN Qualification Date” generally means the date
      a receipt is issued by Canadian securities regulators for the Final
      Prospectus as described in Section 4(d);

	 	 	 
	 	(e) 	
      “Closing” means a completion of an issue and sale
      by the Company and the purchase by one or more Subscribers of Special
      Warrants pursuant to this Subscription Agreement;

	 	 	 
	 	(f) 	
      “Closing Date(s)” means a date determined by the
      Company on or about August 28, 2015 or such later date or dates as the
      Company may determine within the rules of the TSX and the terms
    hereof;

	 	 	 
	 	(g) 	
      “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;



- 6 - 





	 	(h) 	
      “Company” means Northern Dynasty Minerals Ltd., a
      British Columbia, Canada corporation listed on the TSX and NYSE
  MKT;

	 	 	 
	 	(i) 	
      “Designated Provinces” means each of the Provinces
      of Canada (other than Québec) in which Canadian resident Subscribers
      reside and where the Final Prospectus will be filed;

	 	 	 
	 	(j) 	
      “Family, Friends and Business Associates
      Exemptions” (“FFBA”) means the exemptions from the prospectus
      requirements found in Sections 2.5 and in Ontario 2.6.1 of NI 45-106 which
      require execution of Schedule “C”;

	 	 	 
	 	(k) 	
      “Final Prospectus” means the final prospectus
      qualifying in the Designated Provinces the distribution of the Underlying
      Shares;

	 	 	 
	 	(l) 	
      “Group” means a group of beneficial owners within
      the meaning of Rule 13(d)-5(b) promulgated under Section 13(d) of the U.S.
      Securities Exchange Act;

	 	 	 
	 	(m) 	
      “International Jurisdiction” means a country other
      than Canada or the United States, the acceptability of which for the sale
      of Special Warrants will be determined by the Company on a case by case
      basis;

	 	 	 
	 	(n) 	
      “NI 45-106” means National Instrument 45-106 –
      Prospectus Exemptions -the legal instrument governing the requirements for
      reliance on prospectus exemptions in the Designated Provinces (NI 45-106
      is available online at www.bcsc.bc.ca);

	 	 	 
	 	(o) 	
      “Non-U.S. Purchaser” means any Subscriber to the
      Offering that is not a U.S. Purchaser;

	 	 	 
	 	(p) 	
      “NYSE MKT” means the NYSE MKT Stock
    Exchange;

	 	 	 
	 	(q) 	
      “Preliminary Prospectus” means a preliminary
      prospectus to be filed in connection with the qualification of the
      distribution of the Underlying Shares in the Designated
  Provinces;

	 	 	 
	 	(r) 	
      “Registration Rights Agreement” means the
      agreement attached as Schedule “E” to be entered into concurrently
      herewith between the Company and each of the Subscribers who is a U.S.
      Person;

	 	 	 
	 	(s) 	
      “Resale Filings” means the Final Prospectus and
      the U.S. Registration Statement;

	 	 	 
	 	(t) 	
      “Resale Filings Termination Date” means the second
      anniversary of the (first) Closing date.

	 	 	 
	 	(u) 	
      “Schedules” means the schedules attached hereto
      and forming part hereof and comprising of:




	 	(i) 	
      Term Sheet;

	 	 	 
	 	(ii) 	
      CDN Accredited Investor Certificate;

	 	 	 
	 	(iii) 	
      Family, Friends and Business Associates
      Certifications;

	 	 	 
	 	(iv) 	
      U.S. Accredited Investor (U.S. Purchaser Certificate);
      and

	 	 	 
	 	(v) 	
      US Registration Rights
Agreement




	 	(v) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(w) 	
      “Securities” means the Special Warrants and the
      Underlying Shares;



- 7 - 





	 	(x) 	
      “Securities Commissions” means, collectively, the
      Canadian securities commission or other securities regulatory authority in
      each of the Designated Provinces;

	 	 	 
	 	(y) 	
      “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;

	 	 	 
	 	(z) 	
      “Shares” means common shares without par value in
      the capital of the Company which is the class of securities the Company
      has listed on the TSX and NYSE MKT;

	 	 	 
	 	(aa) 	
      “Special Warrant Certificates” means the
      certificates to be dated as of the Closing Date which will govern the
      Special Warrants;

	 	 	 
	 	(bb) 	
      “Special Warrants” means the special warrants to
      be issued by the Company to the Subscriber hereunder exercisable
      one-for-one into Shares and having the other characteristics described in
      section 4 below;

	 	 	 
	 	(cc) 	
      “Subscribers” means the persons who offer to
      purchase Special Warrants by completion of this Agreement and upon the
      acceptance of this Subscription Agreement by the Company will be
      purchasers of the Special Warrants hereunder;

	 	 	 
	 	(dd) 	
      “TSX” means the Toronto Stock Exchange;

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

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

	 	 	 
	 	(gg) 	
      “U.S. Person” has the meaning ascribed thereto in
      Section 11(s);

	 	 	 
	 	(hh) 	
      “U.S. Purchaser” means each Subscriber to the
      Offering that has indicated that it is a U.S. Person by completing and
      delivering to the Company a U.S. Accredited Investor
Certificate;

	 	 	 
	 	(ii) 	
      “U.S. Qualification Date” has the meaning ascribed
      thereto in Section 4(a);

	 	 	 
	 	(jj) 	
      “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

	 	 	 
	 	(kk) 	
      “U.S. Securities Act” has the meaning ascribed
      thereto in Section 11(s).




	4. 	
      Special Warrant Terms. The Special Warrants will
      be governed by the Special Warrant Certificate, which will contain
      provisions to the following effect:




	 	(a) 	
      Canadian Prospectus. The Company will file
      the Preliminary Prospectus and use reasonable best efforts to obtain a
      receipt for the Final Prospectus in the Designated Provinces promptly
      after Closing in order to qualify the distribution of the Underlying
      Shares upon the voluntary or deemed exercise of the Special Warrants. 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.

	 	 	 
	 	(b) 	
      U.S. Registration Statement. The Company
      will file the U.S. Registration Statement with the SEC on Form F-3 or
      other appropriate SEC form for the benefit of the U.S. Purchasers in order
      to qualify the resale by the U.S. Purchasers of the Underlying Shares in
      accordance with the terms and conditions of the Registration Rights Agreement. The
      Company shall use reasonable commercial efforts to cause the U.S.
      Registration Statement to be declared effective by the SEC on a date
      (U.S. Qualification Date) which is not later than 90 days after the
      Closing of the Offering and to 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.



- 8 - 





	 	(c) 	
      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 or (ii) upon the deemed exercise of the Special
      Warrants as generally described below in this section 4. In no event will
      the Special Warrants be exchangeable or redeemable for cash. Deemed
      (automatic) exercise of any unexercised Special Warrants for non-U.S.
      Persons and U.S. Purchasers who beneficially own less than 9.9% of
      outstanding Shares (“Non-Affiliate U.S. Purchasers”) will occur
      within four months plus one day from issuance on the same basis as for
      non-U.S. Persons described in (d) below (unless the U.S. Purchaser has
      made an election under 4(j). Deemed (automatic) exercise of any
      unexercised Special Warrants for U.S. Purchasers who may be deemed to
      beneficially own more than 9.9% of the outstanding Shares (“U.S.
      Affiliate Purchasers”) and who are subject to Section 4(i) will occur
      on the Resale Filings Termination Date. In each case the Subscriber will
      receive one Underlying Share, for no further payment or additional
      consideration on voluntary or deemed exercise of a Special Warrant. Each
      Non-U.S. Purchaser who may be deemed to beneficially own more than 9.9% of
      the outstanding Shares (a “Non-U.S. Affiliate Purchaser”) may
      elect, concurrent with the execution of this Subscription Agreement, to be
      governed by the restrictions on conversion set out in Section 4(i). Any
      Non-U.S. Purchaser that is not a Non-U.S. Affiliate Purchaser and any
      Non-Affiliate U.S. Purchaser may elect, concurrent with the execution of
      this Subscription Agreement, to be governed by the restrictions on
      conversion governed by Section 4(j). Any Non-U.S. Affiliate Purchaser may
      elect, at its option, to enter into the Registration Rights Agreement with
      the Company in the form attached hereto as Schedule E concurrent with the
      execution of this Subscription Agreement. Nothing contained herein shall
      be deemed to be an admission by the Subscriber that beneficial ownership
      or deemed beneficial ownership of more than 9.9% of the outstanding Shares
      causes the Subscriber 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.

	 	 	 
	 	(d) 	
      Deemed Exercise for Non-U.S. Purchasers.
      Any unexercised Special Warrants held by Non- U.S. Purchasers,
      other than Special Warrants issued to or held by any Non-U.S.
      Affiliate Purchaser who elects to be governed by Section 4(i) and Special
      Warrants issued to or held by any Non-U.S. Purchaser who elects to be
      governed by Section 4(j), 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”).

	 	 	 
	 	(e) 	
      Deemed Exercise for Non-Affiliate U.S.
      Purchasers. Any unexercised Special Warrants held by any
      Non-Affiliate U.S. Purchaser, other than Special Warrants issued to
      or held by any Non- Affiliate U.S. Purchaser who elects to be governed by
      Section 4(j), will be deemed to be exercised at 4:00 p.m. (Vancouver time)
      on the CDN Qualification Date.

	 	 	 
	 	(f) 	
      Deemed Exercise for Affiliate U.S.
      Purchasers. Any unexercised Special Warrants held by (i) any
      Affiliate U.S. Purchasers, (ii) any Non-U.S. Affiliate Purchasers who have
      elected to be governed by Section 4(i), and (iii) any Non-U.S. Purchaser
      or Non-Affiliate U.S. Purchaser who elects to be governed by Section 4(j),
      will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the Resale
      Filings Termination Date.



- 9 - 





	 	(g) 	
      Meaning of Beneficially Own. For the
      purposes of determining any Person’s beneficial ownership hereunder,
      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 4(i) 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
      4(i), in determining the number of outstanding Shares, a holder may rely
      on the number of outstanding Shares as reflected in (A) the Company’s 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.

	 	 	 
	 	(h) 	
      Voluntary Conversion. Subject to the
      restrictions in Sections 4(i), 4(j) and 4(k), the Special Warrants may be
      voluntarily exercised by their holder at any time prior to their deemed
      exercise by delivery of an exercise form to the Company. In such event the
      certificate representing the Underlying Shares will bear any restrictive
      legends required by applicable Securities Laws.

	 	 	 
	 	(i) 	
      Automatic Blocker Restrictions for Affiliate and
      Electing Purchasers. No exercise of any Special Warrants by (i)
      any Affiliate U.S. Purchaser, or (ii) any Affiliate Non-U.S. Purchaser
      that has elected to be governed by this Section 4(i), together with the
      respective holder’s 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 4(i) 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 holder’s 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 4(i) 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 4(i), subject to 4(k) and
      the provisions of this Section 4(i) 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 4(i) 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.

	 	 	 
	 	(j) 	
      4.9% Blocker Restriction for Electing Non-Affiliate
      Purchasers. No exercise of any Special Warrants by any
      Non-Affiliate U.S. Purchaser or any Non-U.S. Purchaser that has elected to
      be governed by this Section 4(j), together with the respective holder’s
      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 4(j) 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 4(i) shall apply “mutatis mutandis”
      to this Section 4(j).



- 10 - 





	 	(k) 	
      Exercise Restriction Applicable to All Holders At
      All Times. Notwithstanding the foregoing provisions regarding
      conversion of Special Warrants, unless the Company’s Shareholders Rights
      Plan has been terminated, no Holder’s 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.

	 	 	 
	 	(l) 	
      Adjustment Provisions. There are no
      anti-dilution provisions except as set forth in this Section 4(l). The
      number of Underlying Shares issuable upon exercise of the Special Warrants
      will be subject to customary adjustment provisions relating to corporate
      actions or transactions affecting all outstanding Shares such as splits
      and reverse-splits, mergers, stock dividend, all of which will be more
      particularly to be set out in the Special Warrant
  Certificate.




	5. 	
      Delivery of Closing Documentation. The Subscriber
      agrees that the relevant documents noted on the cover page hereof must be
      delivered to the Company by, August 26, 2015 at 3:00 p.m. (Vancouver time)
      by fax, email or courier together with certified or wired funds. The
      Subscriber acknowledges and agrees that such documents, when executed and
      delivered by the Subscriber, will form part of and will be incorporated
      into this Subscription Agreement with the same effect as if each
      constituted a representation and warranty or covenant of the Subscriber
      hereunder in favour of the Company. The Subscriber consents to the filing
      of such documents as may be required to be filed with the TSX, NYSE MKT or
      other securities regulatory authority in connection with the transactions
      contemplated hereby.

	 	 
	6. 	
      Closing. Closing means the issuance of the Special
      Warrant certificates against fully executed Subscription Agreements and
      forms together with receipt of funds by the Company. Closing will be
      completed at the offices of the Company’s Canadian attorneys McMillan LLP
      in Vancouver, British Columbia, on a date or dates on or about August 28,
      2015 or such other place or time(s) as the Company may determine (the
      “Closing Time”) within the requirements of the TSX and the NYSE
      MKT. At the Closing, the Company will issue and deliver the Special
      Warrants, and the Special Warrant Certificates representing such Special
      Warrants, to the Subscriber. The Subscriber acknowledges it does not
      require any prior notice of Closing and that the Offering may close in one
      or more tranches. If the Closing does not occur by September 15, 2015, the
      Company shall on written request of any Subscriber return this
      Subscription Agreement and any funds, certified cheques and bank drafts
      delivered by the Subscriber to the Company representing the purchase price
      for the Special Warrants, without interest, to the Subscriber.

	 	 
	7. 	
      Subscriber’s Prospectus Exemption
  Status




	 	(a) 	
      The Subscriber, by its execution of this Subscription
      Agreement, hereby further represents, warrants to, and covenants with, the
      Company (which representations, warranties and covenants will survive the
      Closing of the Offering) that the Subscriber is purchasing the Special
      Warrants as principal for its own account, it is purchasing such Special
      Warrants not for the benefit of any other person, and not with a view to
      the resale or distribution of the Special Warrants and one of the
      following Exemptions applies to the
Subscriber:




	 	(i) 	
      Accredited Subscriber Exemption (U.S. Persons go to
      7(c))




	 	(A) 	
      The Subscriber is not a U.S. Person and qualifies as an
      “Accredited Investor” under NI 45-106. For corporate Subscribers (other
      than investment funds) that generally means the corporate Subscriber has
      net assets of at least $5,000,000 as shown on its most recently prepared
      financial statements. For individuals Accredited Investor means you meet
      the net income or net worth requirements on Schedule B. For investment
      funds you must meet the criteria of section 1.1(n) of NI 45-106;
  and



- 11 - 





	 	(B) 	
      If you are an Accredited Investor who is an individual
      (natural person), you must execute and delivered Form 45-106F9
      attached as Schedule B hereto. Corporate Accredited Investors are not
      required to supply the Schedule B.




	 	(ii) 	
      Minimum Amount Exemption

	 	 	 
	 		
      You are not an individual natural person (i.e.
      Subscriber is a corporation, trust, partnership etc.) and the aggregate
      acquisition cost of purchasing the Special Warrants will not be less than
      CDN$150,000 paid in cash at the time of purchase, and the Subscriber has
      not been created or used solely to purchase or hold the Special Warrants
      in reliance on this exemption (in which case no further Schedule is
      required from you unless you are a U.S. Person);

	 	 	 
	 	(iii) 	
      Family, Friends and Business Associates Exemptions
      (Ontario Residents go to (iii)(B) below)




	 	(A) 	
      The Subscriber is a resident of a Province or Territory
      of Canada other than Ontario, and you have concurrently executed and
      delivered a Form 45-106F12 –

	 	 	 
	 		
      Risk Acknowledgement Form for Family, Friends and
      Business Associates attached as Schedule C which confirms you are one
      of:




	 	I. 	
      a director, executive officer or control person of the
      Company, or of an affiliate of the Company,

	 	 	 
	 	II. 	
      a spouse, parent, grandparent, brother, sister, child or
      grandchild of a director, executive officer or control person of the
      Company, or of an affiliate of the Company,

	 	 	 
	 	III. 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of a director, executive officer or control
      person of the Company or of an affiliate of the Company,

	 	 	 
	 	IV. 	
      a close personal friend of a director, executive officer
      or control person of the Company, or of an affiliate of the
  Company,

	 	 	 
	 	V. 	
      a close business associate of a director, executive
      officer or control person of the Company, or of an affiliate of the
      Company,

	 	 	 
	 	VI. 	
      a founder of the Company or a spouse, parent,
      grandparent, brother, sister, child, grandchild , close personal friend or
      close business associate of a founder of the Company,

	 	 	 
	 	VII. 	
      a parent, grandparent, brother, sister, child or
      grandchild of a spouse of a founder of the Company,

	 	 	 
	 	VIII. 	
      a person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons
      described in paragraphs (A) to (G), or

	 	 	 
	 	IX. 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      (A) to (G);




	 	(B) 	
      The Subscriber is a resident of Ontario and is not an
      investment fund, you have concurrently executed and delivered a Form
      45-106F12 – Risk Acknowledgement Form for Family,
Friends and Business Associates attached as Schedule C and signed by all of
the following:



- 12 - 





	 	I. 	
      the Subscriber;

	 	 	 
	 	II. 	
      an executive officer of the Company other than the
      Subscriber;

	 	 	 
	 	III. 	
      if the Subscriber is a person referred to under paragraph
      7(a)(iii)A.II, the director, executive officer or control person of the
      Company or an affiliate of the Company who has the specified relationship
      with the Subscriber;

	 	 	 
	 	IV. 	
      if the Subscriber is a person referred to under paragraph
      7(a)(iii)A.III, the director, executive officer or control person of the
      Company or an affiliate of the Company whose spouse has the specified
      relationship with the Subscriber;

	 	 	 
	 	V. 	
      if the Subscriber is a person referred to under paragraph
      7(a)(iii)A.IV or 7(a)(iii)A.V, the director, executive officer or control
      person of the Company or an affiliate of the Company who is a close
      personal friend or a close business associate of the Subscriber;
  and

	 	 	 
	 	VI. 	
      the founder of the Company, if the Subscriber is a person
      referred to in paragraph 7(a)(iii)A.VI and 7(a)(iii)A.VII other than the
      founder of the Company; and




	 	(C) 	
      you have concurrently executed and delivered a FFBA Risk
      Acknowledgement Certificate in the form attached as Schedule C attached
      hereto.




	 	(iv) 	
      Employee, Executive Officer, Director and Consultant
      Exemptions



The Subscriber is: 

	 	(A) 	
      an employee, executive officer, director or consultant of
      the Company,

	 	 	 
	 	(B) 	
      an employee, executive officer, director or consultant of
      a related entity of the Company, or

	 	 	 
	 	(C) 	
      a permitted assign of a person referred to in paragraphs
      (A) or (B)



and the Subscriber’s purchase is
voluntary; 

	 	(b) 	
      All Subscribers Outside of
Canada



If the Subscriber is resident in an
International Jurisdiction or in the United States, it certifies in particular
that it is not a resident in Canada and further acknowledges and certifies that:


	 	(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Special Warrants or the
      Underlying Shares;

	 	 	 
	 	(ii) 	
      there is no government or other insurance covering the
      Special Warrants or the Underlying Shares;

	 	 	 
	 	(iii) 	
      there are risks associated with the purchase of the
      Special Warrants and the Underlying Shares;



- 13 - 





	 	(iv) 	
      there are restrictions on the Subscriber’s ability to
      resell the Special Warrants and in certain circumstances the Underlying
      Shares and it is the responsibility of the Subscriber to determine what
      those restrictions are and to comply with them before selling
  them;

	 	 	 
	 	(v) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Special Warrants through a person
      registered to sell the Securities under Securities Laws and, as a
      consequence of acquiring securities pursuant to this exemption, certain
      protections, rights and remedies provided by Securities Laws, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

	 	 	 
	 	(vi) 	
      the Subscriber is knowledgeable of securities legislation
      having application or jurisdiction over the Subscriber and the Offering
      which would apply to this Subscription Agreement;

	 	 	 
	 	(vii) 	
      the Subscriber is purchasing the Special Warrants
      pursuant to exemptions from any prospectus, registration or similar
      requirements under the laws of that International Jurisdiction and or, if
      such is not applicable, the Subscriber is permitted to purchase the
      Special Warrants, and the Company has no filing obligations in the
      International Jurisdiction;

	 	 	 
	 	(viii) 	
      no laws in the International Jurisdiction require the
      Company to make any filings or seek any approvals of any kind whatsoever
      from any regulatory authority of any kind whatsoever in the International
      Jurisdiction; and

	 	 	 
	 	(ix) 	
      the Special Warrants are being acquired for investment
      only and not with a view to resale and distribution within the
      International Jurisdiction; provided, nothing herein shall be deemed to
      prevent, or limit the ability of, Subscriber from reselling the Special
      Warrants or Underlying Shares in accordance with applicable
  law.




	 	(c) 	
      Additional Representations Applicable to U.S. Persons.
      If the Subscriber is a U.S. Person, the Subscriber represents and
      warrants:




	 	(i) 	
      the Subscriber is not a dealer or other professional
      fiduciary organized, incorporated, or (if an individual) resident in the
      United States holding a discretionary or similar account (other than an
      estate or trust) for the benefit or account of a non-U.S.
Person;

	 	 	 
	 	(ii) 	
      the Subscriber is a U.S. Person or is located in the
      United States and is an Accredited Investor and is acquiring the
      Securities for its own account or for the benefit or account of a U.S.
      Person or a person in the United States that is an Accredited Investor as
      to which it exercises sole investment discretion, to be held for
      investment only and not with a view to any resale, distribution or other
      disposition of the Securities in violation of United States securities
      laws or any applicable state securities laws; provided, nothing herein
      shall be deemed to prevent, or limit the ability of, Subscriber from
      reselling the Special Warrants or Underlying Shares in accordance with
      applicable law; and

	 	 	 
	 	(iii) 	
      the Subscriber has properly completed and duly
      executed a U.S. Accredited Investor Certificate attached to this
      Subscription Agreement as Schedule “D” and executed the Registration
      Rights Agreement Schedule “E” and confirms the truth and accuracy in
      all material respects of all statements made by the Subscriber in such
      certificate.




	8. 	
      Representations, Warranties and Covenants of the
      Company. The Company represents, warrants and covenants to the
      Subscriber (except as described in the Disclosure Documents as defined
      below), as follows and acknowledges that the Subscriber is relying thereon
      that:



- 14 - 





	 	(a) 	
      the Company has been duly incorporated and organized, is
      validly existing and in good standing under the laws of the Province of
      British Columbia, and has the corporate power, directly or through its
      subsidiaries, to own or lease its property and to carry on its business as
      currently conducted by it;

	 	 	 
	 	(b) 	
      each of the Company’s subsidiaries has been duly
      incorporated and organized, is validly existing and in good standing under
      the laws of the jurisdiction of its formation, and has the corporate power
      to own or lease its property and to carry on its business as currently
      conducted by it;

	 	 	 
	 	(c) 	
      it has the full power, legal right and authority to
      execute and deliver this Subscription Agreement and the Special Warrant
      Certificate and has such power, legal right and authority to do all such
      acts and things as are required hereunder to be done, observed or
      performed by it, subject to and in accordance with the terms
  hereof;

	 	 	 
	 	(d) 	
      all necessary corporate action of the directors of the
      Company to authorize the execution, delivery and performance of this
      Subscription Agreement and the Special Warrant Certificate has been taken;
      this Subscription Agreement and the Special Warrant Certificate have been
      duly executed and delivered on behalf of the Company and each constitutes
      a legal, valid and binding obligation of the Company, enforceable by the
      Subscriber in accordance with its terms;

	 	 	 
	 	(e) 	
      the delivery by the Company to the Subscriber of the
      Resale Filings shall constitute the Company’s representation and warranty
      to the Subscriber that (i) each of the Resale Filings, as the case may be,
      contains, at the date of such document, no misrepresentation and
      constitutes full, true and plain disclosure of all material facts relating
      to the Underlying Shares; (ii) no material fact has been omitted from the
      any of the Resale Filings, as the case may be, which is required to be
      stated or which is necessary to make any statements or information
      contained therein not misleading in light of the circumstances in which
      they are made; (iii) each of the Resale Filings, as the case may be,
      complies fully with the requirements of the applicable legislation in the
      Designated Provinces; (iv) and the financial statements of the Company
      included or incorporated by reference in each of the Resale Filings, as
      the case may be, including any auditor’s reports thereon and the notes
      thereto, fairly present, in accordance with International Financial
      Reporting Standards (“IFRS”), consistently applied, the financial position
      and condition, the results of operations, cash flows and the other
      information purported to be shown therein of the Company as at the dates
      thereof and for the periods then ended and reflect all assets, liabilities
      and obligations (absolute, accrued, contingent or otherwise) of the
      Company as at the dates thereof required to be disclosed by IFRS, and
      include all adjustments necessary for a fair presentation.

	 	 	 
	 	(f) 	
      the issue of the Special Warrants will, as at the Closing
      Date, have been approved by all requisite corporate action, and all
      requisite corporate action has been taken by the Company to reserve for
      issuance the Underlying Shares and such Underlying Shares will, upon issue
      and delivery, be validly issued as fully paid and non-assessable
      shares;

	 	 	 
	 	(g) 	
      as at the Closing Date, there shall not be any consents,
      approvals, authorizations, orders or agreements of any stock exchanges,
      securities commissions or similar authorities in Canada, governmental
      agencies or regulators, courts or any other persons which may be required
      for the issuance of the Special Warrants not obtained and not in
      effect;

	 	 	 
	 	(h) 	
      its Shares are listed and posted for trading on the TSX
      and the NYSE MKT. The Company has not, in the 12 months preceding the date
      hereof, received notice from the TSX or the NYSE MKT to the effect that
      the Company is not in compliance with the listing or maintenance
      requirements of the TSX or the NYSE MKT, as applicable. The Company is,
      and has no reason to believe that it will not in the foreseeable future
      continue to be, in compliance with all such listing and maintenance
      requirements;



- 15 - 





	 	(i) 	
      the authorized capital of the Company consists of an
      unlimited number of Shares, of which 132,972,599 (137,215,299 fully
      diluted) are issued and outstanding as of the date hereof and no person
      has any right, agreement or option, present or future, contingent or
      absolute, or any right capable of becoming such a right, agreement or
      option, (i) for the issue or allotment of any unissued shares in the
      capital of the Company or any other security convertible into or
      exchangeable for any such shares; or (ii) to require the Company to
      purchase, redeem or otherwise acquire any of the issued and outstanding
      shares in its capital, in each case, except as provided in the Disclosure
      Documents and as contemplated by this Subscription Agreement;

	 	 	 	 
	 	(j) 	
      there is no order ceasing or suspending trading in
      securities of the Company nor prohibiting the sale of such securities has
      been issued and is outstanding against the Company or its officers,
      directors or promoters;

	 	 	 	 
	 	(k) 	
      the Company shall not take any action which would be
      reasonably expected to result in the delisting or suspension of the Shares
      on or from the TSX or NYSE MKT or from any stock exchange, market or
      trading or quotation facility on which the Shares are listed or quoted and
      the Company shall comply, in all material respects, with the rules and
      regulations thereof;

	 	 	 	 
	 	(l) 	
      the Company is, and has been for a period of at least
      four (4) months preceding the Closing Date, a reporting issuer only in the
      provinces of British Columbia, Alberta and Ontario;

	 	 	 	 
	 	(m) 	
      the issue and sale of the Special Warrants and the
      Underlying Shares by the Company, and the execution and delivery of this
      Subscription Agreement and the performance and compliance with the terms
      hereof, do not and will not conflict with, and do not and will not result
      in a breach of, any of the terms of the Company’s incorporating documents,
      resolutions of the Company, any agreements or instruments to which the
      Company is a party, or any judgment, decree, order, statute, rule or
      regulation applicable to the Company;

	 	 	 	 
	 	(n) 	
      the Company and each of its subsidiaries is in all
      material respects conducting its business in material compliance with all
      applicable laws, rules and regulations (including all environmental laws
      and regulations) of each jurisdiction in which its business is carried on,
      and has not received a notice of non-compliance, nor knows of, nor has
      reasonable grounds to know of, any facts that could give rise to a notice
      of non-compliance with any such laws, rules and regulations;

	 	 	 	 
	 	(o) 	
      the Company is in compliance in all material respects
      with the timely and continuous disclosure obligations under applicable
      legislation (including stock exchange policies);

	 	 	 	 
	 	(p) 	
      neither the Company nor any of its subsidiaries is a
      party to any actions, suits or proceedings which could materially affect
      its respective business or financial condition, and to the best of the
      Company’s knowledge no such actions, suits or proceedings are contemplated
      or have been threatened;

	 	 	 	 
	 	(q) 	
      to the Company’s knowledge, information and belief, none
      of the directors or officers of the Company is currently subject to
      regulatory, criminal or bankruptcy proceedings in Canada or elsewhere
      which, if determined adversely, would materially adversely affect the
      consummation of the transactions contemplated in this Subscription
      Agreement;

	 	 	 	 
	 	(r) 	
      the Company, through its subsidiaries, is the legal and
      beneficial owner of and has good and marketable title to the properties,
      business and assets or the interests in the properties, business or assets
      referred to in the Disclosure Documents, all agreements by which the
      Company holds an interest in a property, business or assets are in good
      standing according to their terms and the properties are in good standing
      under the applicable laws of the jurisdictions in which they are situated
      and all filings and work commitments required to maintain the properties
      in good standing have been properly recorded and filed in a timely manner
      with the appropriate regulatory body and there are no mortgages, liens, charges, encumbrances or
      any other interests in or on such properties other than as disclosed in
  the Disclosure Documents or that are not material;



- 16 - 





	 	(s) 	
      the financial statements of the Company contained in the
      Disclosure Documents have been prepared in accordance with IFRS and
      present fairly, fully and correctly, in all material respects, the
      financial position and all material liabilities (accrued, absolute,
      contingent or otherwise) of the Company and its subsidiaries, as
      applicable, as of the date thereof;

	 	 	 
	 	(t) 	
      neither the Company nor any of its subsidiaries has
      caused or permitted the release, in any manner whatsoever, of any
      pollutants, contaminants, chemicals or industrial toxic or hazardous waste
      or substances (collectively, the “Hazardous Substances”) on or from
      any of its properties or assets nor has it received any notice that it is
      potentially responsible for a clean-up site or corrective action under any
      applicable laws, statutes, ordinances, by-laws, regulations, or any
      orders, directions or decisions rendered by any government, ministry,
      department or administrative regulatory agency relating to the protection
      of the environment, occupational health and safety or otherwise relating
      to dealing with Hazardous Substances except where such release or notice
      would not reasonably be expected to have a material adverse effect on the
      Company;

	 	 	 
	 	(u) 	
      the Company has all licences, permits, approvals,
      consents, certificates, registrations and other authorizations
      (collectively the “Permits”) under all applicable laws and
      regulations necessary for the operation of the businesses carried on or
      proposed to be commenced by the Company except for (i) any permits
      relating to potential future exploration, mine construction and operation
      or (ii) where the failure to have such Permits would not reasonably be
      expected to have a material adverse effect on the Company and each Permit
      is valid, subsisting and in good standing and the Company is not in
      material default or breach of any Permit, and to the best of the knowledge
      of the Company, no proceeding is pending or threatened to revoke or limit
      any Permit;

	 	 	 
	 	(v) 	
      the Company has filed all federal, provincial, local and
      foreign tax returns which are required to be filed, or has requested
      extensions thereof, and has paid all taxes required to be paid by it and
      any other assessment, fine or penalty levied against it, or any amounts
      due and payable to any governmental authority, to the extent that any of
      the foregoing is due and payable;

	 	 	 
	 	(w) 	
      there is not presently, and will not be until the
      Closing, any material change or change in any material fact, as such terms
      are defined under applicable Securities Laws, relating to the Company or
      any of its subsidiaries, which has not been or will not be fully disclosed
      to the public except for the Offering contemplated hereby;

	 	 	 
	 	(x) 	
      none of the Company, its subsidiaries or any of their
      respective officers, directors or employees acting on behalf of the
      Company or any of its subsidiaries has taken, committed to take or been
      alleged to have taken any action which would cause the Company or any of
      its subsidiaries to be in violation of the Corruption of Foreign Public
      Officials Act (Canada) (and the regulations promulgated thereunder) or
      any applicable law of similar effect of another jurisdiction, and to the
      knowledge of the Company no such action has been taken by any of its
      agents, representatives or other persons acting on behalf of the Company
      or any of its subsidiaries;

	 	 	 
	 	(y) 	
      the operations of the Company are and have been conducted
      at all times in compliance with the anti-money laundering statutes of all
      applicable jurisdictions, the rules and regulations thereunder and any
      related or similar rules, regulations or guidelines, issued, administered
      or enforced by any governmental agency to which they are subject
      (collectively, the “Anti-Money Laundering Laws”) and no action,
      suit or proceeding by or before any governmental authority or any
      arbitrator involving the Company with respect to the Anti-Money Laundering
      Laws is, to the knowledge of the Company, pending or threatened;

	 	 	 
	 	(z) 	
      no person, firm or corporation acting or purporting to
      act at the request of the Company is entitled to any brokerage, agency or
      finder’s fee in connection with the transactions described
  herein except finders’ fees of up to 6% may be paid to persons
      referring qualified Subscribers who are eligible to receive a
  fee;



- 17 - 





	 	(aa) 	
      the Company has filed all forms, reports, documents and
      information required to be filed by it, pursuant to applicable Securities
      Laws (the “Disclosure Documents”). The Company is registered under
      the Section 12(b) of the U.S. Exchange Act and is a “foreign private
      issuer” within the meaning of the U.S. Exchange Act and the rules and
      regulations of the SEC promulgated thereunder. As of June 30, 2015, the
      Company continued to qualify as a “foreign private issuer” and will
      continue to file reports with the SEC as “foreign private issuer” until at
      least December 31, 2016. When filed, each of its Disclosure Documents
      complied in all material respects with the requirements of applicable
      Securities Laws; and (ii) none of the Disclosure Documents contained any
      untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. If as of June 30, 2016, the Company determines that it will no
      longer qualify as a “foreign private issuer”, the Company shall promptly
      notify the Subscribers of the same by written notice and publicly disclose
      the same;

	 	 	 
	 	(bb) 	
      until the earliest of the time that (i) no Subscriber
      owns any Special Warrants or Underlying Shares, or (ii) three years from
      the date hereof, the Company covenants to maintain the registration of the
      Shares under Section 12(b) or 12(g) of the U.S. Exchange Act and to timely
      file (or obtain extensions in respect thereof and file within the
      applicable grace period) all reports required to be filed by the Company
      after the date hereof pursuant to the U.S. Exchange Act even if the
      Company is not then subject to the reporting requirements of the U.S.
      Exchange Act;

	 	 	 
	 	(cc) 	
      since the date of the latest audited financial statements
      included within the Disclosure Documents, except as specifically disclosed
      in a subsequent Disclosure Document filed prior to the date hereof, there
      has been no event, occurrence or development that has had or that could
      reasonably be expected to result in a material adverse effect on the
      results of operations, assets, business, prospects or condition (financial
      or otherwise) of the Company and its subsidiaries, taken as a
  whole;

	 	 	 
	 	(dd) 	
      assuming the accuracy of the Subscriber’s representations
      and warranties set forth below, neither the Company, nor any of its
      affiliates, nor any person acting on its or their behalf has, directly or
      indirectly, made any offers or sales of any security or solicited any
      offers to buy any security, under circumstances that would cause this
      Offering of the Special Warrants and the Underlying Shares to be
      integrated with prior offerings by the Company for purposes of (i) the
      U.S. Securities Act which would require the registration of any such
      securities under the U.S. Securities Act, or (ii) any applicable
      shareholder approval provisions of the TSX or the NYSE MKT;

	 	 	 
	 	(ee) 	
      the Company is not currently and has not previously been
      an issuer of the type described in paragraph (i) of Rule 144 under the
      U.S. Securities Act;

	 	 	 
	 	(ff) 	
      except with respect to the material terms and conditions
      of the transactions contemplated hereby, the Company confirms that neither
      it nor any other person acting on its behalf has provided any Subscriber
      or its agents or counsel with any information that it believes constitutes
      or might constitute material, non-public information. The Company
      covenants and agrees that neither it, nor any other person acting on its
      behalf, will provide any Subscriber or its agents or counsel with any
      information that the Company believes constitutes material non-public
      information, unless prior thereto such Subscriber shall have entered into
      a written agreement with the Company regarding the confidentiality and use
      of such information. The Company understands and confirms that each
      Subscriber shall be relying on the foregoing provisions in effecting
      transactions in securities of the Company; and

	 	 	 
	 	(gg) 	
      the Company shall (i) by 9:30 a.m. (New York City time)
      on the Business Day immediately following the date hereof, issue a press
      release disclosing the material terms of the
transactions contemplated hereby, and (ii) file a Current Report on Form
6-K, including this Subscription Agreement, the Special Warrant Certificate and
the Registration Rights Agreement as exhibits thereto, with the Commission
within four Business Days after the date of this Subscription Agreement. The
Company acknowledges and agrees that after the filing of such press release, no
Subscriber shall be deemed to be in possession of any material, non-public
information regarding the Company. 



- 18 - 





		
      In addition, the Company covenants to the Subscriber that
      it will use its reasonable best efforts to qualify the distribution of the
      Underlying Shares by filing the Resale Filings with the applicable
      regulatory authorities as soon as practicable after Closing. In respect of
      the filing of the Resale Filings and any supplementary materials, the
      Company: (A) shall, until the conclusion of the distribution of the
      Underlying Shares, promptly take all additional steps and proceedings that
      from time to time may be required under the applicable Securities Laws in
      each Designated Province to continue to qualify such distribution or, in
      the event that the Underlying Shares have, for any reason, ceased to so
      qualify, to again qualify such distribution and (B) shall use its
      commercially reasonable efforts to take or cause to be taken all such
      other steps and proceedings, including fulfilling all legal, regulatory
      and other requirements, as required under applicable legislation to
      qualify the distribution of the Underlying Shares in the Designated
      Provinces.

	 	 
	9. 	
      Conditions of Closing. Any obligation of the
      Company to sell, and the Subscriber to purchase, the Special Warrants is
      subject to (a) performance by the other party of its covenants under and
      in accordance with this Subscription Agreement; (b) the truth, at the time
      of acceptance and at the Closing Date, of the other party’s
      representations and warranties in this Subscription Agreement; (c) the
      Company concluding, acting reasonably, that the distribution of the
      Special Warrants to the Subscriber is exempt from the prospectus
      requirements of applicable Securities Laws on the basis provided herein;
      (d) the Company having obtained TSX and NYSE MKT conditional approval for
      the Offering; and (e) the other party having executed and delivered all
      requisite documentation as required by this Subscription Agreement and
      applicable Securities Laws.

	 	 
	10. 	
      Acceptance or Rejection of Subscription. The
      Company will have the right to accept or reject this offer in whole or in
      part at any time at or prior to the Closing Time. The Subscriber
      acknowledges and agrees that the acceptance of this offer will be
      conditional upon the sale of the Special Warrants to the Subscriber being
      exempt from any prospectus or offering memorandum requirements of all
      applicable Securities Laws and the equivalent provisions of securities
      laws of any other applicable jurisdiction. The Company will be deemed to
      have accepted this offer upon the Company’s execution of the acceptance
      form on page 3 of this Subscription Agreement and the delivery at the
      Closing of any certificate(s) representing the Special Warrants to or upon
      the direction of the Subscriber in accordance with the provisions hereof.
      If this Subscription Agreement is rejected in whole, the Subscriber
      understands that any funds, certified cheques and bank drafts delivered by
      the Subscriber to the Company representing the purchase price for Special
      Warrants will be promptly returned to the Subscriber without interest. If
      this Subscription Agreement is accepted only in part, the Subscriber
      understands that a cheque representing the portion of the purchase price
      for that portion of its subscription for Special Warrants that is not
      accepted will be promptly delivered to the Subscriber without
    interest.

	 	 
	11. 	
      Representations, Warranties and Covenants of the
      Subscriber. By executing this Subscription Agreement, the Subscriber
      represents, warrants and covenants to the Company, and acknowledges that
      the Company is relying thereon that:




	 	(a) 	
      the Subscriber understands that the Special Warrants
      subscribed for by the Subscriber hereunder form part of the Offering by
      the Company upon and subject to the terms and conditions set forth herein
      and in the Special Warrant Certificate; furthermore, the Subscriber
      understands that the Offering is not subject to any minimum subscription
      level and therefore any funds invested are available to and will be paid
      to the Company on the Closing Date and need not be refunded to the
      Subscriber unless the Closing Date does not occur by September 15,
      2015;



- 19 - 





	 	(b) 	
      the Subscriber acknowledges and agrees that the Company
      may be required to provide to the applicable securities regulatory
      authorities and to the TSX or the NYSE MKT a list setting forth the
      identities of the Beneficial Purchasers of the Special Warrants.
      Notwithstanding that the Subscriber may be purchasing Special Warrants as
      an agent on behalf of an undisclosed principal, the Subscriber agrees to
      provide, on request, particulars as to the identity of such undisclosed
      principal as may be reasonably required by the Company in order to comply
      with the foregoing and the Subscriber will have completed, executed and
      delivered as principal, or, if the Subscriber is contracting hereunder as
      trustee, agent, representative or nominee for one or more Beneficial
      Purchasers, on behalf of each such Beneficial Purchaser, the Accredited
      Investor Form attached as Schedule “B” hereto or for U.S. Persons, the
      U.S. Accredited Investor Certificate in the form attached as Schedule “D”
      hereto, if applicable together with the Registration Rights Agreement form
      attached as Schedule “E” hereto;

	 	 	 
	 	(c) 	
      as customarily required by the TSX and NYSE MKT, the
      Subscriber will promptly and accurately complete and submit any customary
      investor questionnaire or personal information form;

	 	 	 
	 	(d) 	
      the Subscriber is aware of the characteristics of the
      Special Warrants and the Underlying Shares, the risks relating to an
      investment therein and agrees that the Subscriber must bear the economic
      risk of his or her investment in the Special Warrants. The Subscriber
      understands that he or she will not be able to resell the Special Warrants
      or the Underlying Shares until expiry of the applicable hold period under
      applicable Securities Laws except in accordance with limited exemptions
      and compliance with other requirements of applicable law or pursuant to
      the Resale Filings, and the Subscriber (and not the Company) is
      responsible for compliance with applicable resale restrictions or hold
      periods and will comply with all relevant Securities Laws in connection
      with any resale of the Special Warrants;

	 	 	 
	 	(e) 	
      the Subscriber has such knowledge in financial and
      business affairs as to be capable of evaluating the merits and risks of
      the Subscriber’s proposed investment in the Special Warrants;

	 	 	 
	 	(f) 	
      the Subscriber will execute and deliver within the
      applicable time periods all documentation as may be required by applicable
      Securities Laws to permit the purchase of the Special Warrants on the
      terms set forth herein and the Subscriber will execute, deliver, file and
      otherwise assist the Company in filing such reports, undertakings and
      other documents with respect to the issue of the Special Warrants as may
      be required by applicable Securities Laws or by any securities regulatory
      authority or stock exchange or other regulatory authority;

	 	 	 
	 	(g) 	
      the Subscriber is aware that any certificates evidencing
      the Special Warrants and any Underlying Shares issued prior to the earlier
      of the CDN Qualification Date and the date that is four months and one day
      after Closing will be endorsed with, or the ownership statement issued
      under a direct registration system or other electronic book-entry system
      will bear, a legend setting out resale restrictions under applicable
      Securities Laws in substantially the following
form:





	
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
      BEFORE [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM
      CLOSING].” 




Additionally, the Subscriber is aware that any certificates
representing the Special Warrants and any Underlying Shares issued to the
Subscriber will be endorsed with a legend setting out resale restrictions
pursuant to policies of the TSX in substantially the following form: 


	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER
      THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE
      TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON THE TSX.” 




- 20 - 





	 	(h) 	
      if the Subscriber is an individual, he/she has attained
      the age of majority and is legally competent to execute this Subscription
      Agreement and to take all actions required pursuant hereto;

	 	 	 
	 	(i) 	
      if the Subscriber is a corporation, partnership,
      unincorporated association or other entity, the Subscriber has the legal
      capacity and competence to execute this Subscription Agreement and to take
      all actions required pursuant hereto and was not formed solely to pool
      investors to qualify for an exemption hereunder;

	 	 	 
	 	(j) 	
      if the Subscriber is not an individual, the Subscriber
      has not been created solely or primarily to use exemptions from the
      registration and prospectus exemptions under applicable Securities Laws
      and has a pre-existing purpose other than to use such
exemptions;

	 	 	 
	 	(k) 	
      the execution and delivery of this Subscription Agreement
      and the performance and compliance with the terms hereof will not result
      in any breach of, or be in conflict with, or constitute a default under,
      or create a state of facts which after notice or lapse of time or both
      would constitute a default under, any term or provision of any constating
      documents, by-laws or resolutions of the Subscriber or any indenture,
      contract, agreement (whether written or oral), instrument or other
      document to which the Subscriber is a party or subject, or any judgment,
      decree, order, statute, rule or regulation applicable to the
      Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber has not received, nor has the Subscriber
      requested, nor does the Subscriber have any need to receive in connection
      with the sale of the Special Warrants, any prospectus, sales or
      advertising literature, offering memorandum or any other disclosure
      document (other than an annual or interim report, financial statements or
      any other document previously filed by the Company with securities
      regulatory authorities under applicable Securities Laws and the Resale
      Filings);

	 	 	 
	 	(m) 	
      the Subscriber has relied only upon publicly available
      information relating to the Company and not upon any verbal or written
      representation as to fact, and the Subscriber acknowledges that the
      Company has not made any written representations, warranties or covenants
      in respect of such publicly available information, except as set forth in
      this Subscription Agreement. Without limiting the generality of the
      foregoing, except as may be provided herein, no person has made any
      written or oral representation to the Subscriber that any person will
      re-sell or re-purchase the Special Warrants, or refund any of the purchase
      price of the Special Warrants, or that the Special Warrants will be listed
      on any exchange and no person has given any undertaking to the Subscriber
      relating to the future value or price of the Special Warrants or
      Underlying Shares;

	 	 	 
	 	(n) 	
      the Subscriber agrees that it is solely responsible for
      obtaining such legal, tax and other advice as the Subscriber considers
      appropriate in connection with the execution, delivery and performance of
      this Subscription Agreement and the transactions contemplated hereunder
      and without limiting the generality of the foregoing, the Subscriber
      acknowledges that purchasing, holding and disposing of the Special
      Warrants may have tax consequences under the laws of Canada, and that it
      is solely responsible for determining the tax consequences applicable to
      its particular circumstances and that the Subscriber has been advised by
      the Company to consult its own tax advisors concerning investment in the
      Special Warrants;

	 	 	 
	 	(o) 	
      the Subscriber acknowledges that the description of the
      Special Warrants set out in this Subscription Agreement is a summary only
      and is subject to the detailed provisions of the Special Warrant
      Certificate under which such Special Warrants will be
  issued;



- 21 - 





	 	(p) 	
      the Purchaser has no knowledge of a “material fact” or
      “material change” (as those terms are defined in the Securities Laws) in
      the affairs of the Company that has not been generally disclosed to the
      public, except knowledge of the Offering;

	 	 	 
	 	(q) 	
      the Subscriber is entitled under applicable Securities
      Laws to purchase such Special Warrants without the benefit of a prospectus
      qualified under such securities laws;

	 	 	 
	 	(r) 	
      the Subscriber certifies that each of the Subscriber and
      Beneficial Purchaser, if any, is a resident of the jurisdiction referred
      to above “Subscriber’s Residential Address” set out on page 2 hereof and
      has received and accepted the offer to purchase the Special Warrants in
      such jurisdiction and if the Subscriber is acting as agent or trustee for
      a Disclosed Principal, the Disclosed Principal is a resident of the
      jurisdiction referred to above “Disclosed Principal’s Residential Address”
      on page 2 hereof;

	 	 	 
	 	(s) 	
      unless the Subscriber executes and delivers Schedules “D”
      and “E” to the Company, the Subscriber, whether acting as principal,
      trustee or agent, is neither (i) a “U.S. Person” (as defined in
      Rule 902(k) of Regulation S promulgated under the United States
      Securities Act of 1933, as amended (the “U.S. Securities
      Act”)), which definition includes, but is not limited to, an
      individual resident in the United States, an estate or trust of which any
      executor or administrator or trustee is a U.S. Person, and any partnership
      or corporation organized or incorporated under the laws of the United
      States, nor (ii) purchasing the Special Warrants for the account of a U.S.
      Person or a person in the United States or for resale in the United
      States, and the Special Warrants have not been offered to the Subscriber
      in the United States and the Subscriber was not in the United States when
      the order was placed or when this Subscription Agreement was executed and
      delivered; this subscription has not been solicited in any other manner
      contrary to any applicable legislation, the U.S. Securities Act or any
      state securities laws of the United States;

	 	 	 
	 	(t) 	
      subject to the satisfaction by the Company of the
      conditions set out in Section 6, this subscription is irrevocable (subject
      to the Subscriber’s right to withdraw the subscription and to terminate
      the obligations as set out in this Subscription Agreement);

	 	 	 
	 	(u) 	
      the Subscriber will not offer or sell the Special
      Warrants in the United States, unless such securities are registered under
      the U.S. Securities Act and the laws of all applicable states of the
      United States or an exemption from such registration requirements is
      available, and further that the Subscriber will not resell the Special
      Warrants, except in accordance with the provisions of applicable
      Securities Laws;

	 	 	 
	 	(v) 	
      the funds representing the Aggregate Subscription Price
      which will be advanced by the Subscriber to the Company hereunder will not
      represent proceeds of crime for the purposes of the Proceeds of Crime
      (Money Laundering) and Terrorist Financing Act (Canada) (the
      “PCMLTFA”) or the United States Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism Act (the “PATRIOT Act”) and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber’s name and other information relating to this
      Subscription Agreement and the Subscriber’s subscription hereunder, on a
      confidential basis, pursuant to the PCMLTFA or the PATRIOT Act. To the
      best of its knowledge (a) none of the subscription funds to be provided by
      the Subscriber (i) have been or will be derived from or related to any
      activity that is deemed criminal under the law of Canada, the United
      States, or any other jurisdiction, or (ii) are being tendered on behalf of
      a person or entity who has not been identified to the Subscriber, and (b)
      the Subscriber shall promptly notify the Company if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Company with appropriate information in connection
      therewith.




	12. 	
      Reliance Upon Representations, Warranties and
      Covenants by Company. The Subscriber acknowledges that the
      representations, warranties and covenants made by the Subscriber in this
      Subscription Agreement (including without limitation those made in each
      Schedule to be executed and delivered in accordance with this Subscription Agreement)
      are made with the intent that they may be relied upon by the Company and
      its counsel to, among other things, determine the Subscriber’s eligibility
      to purchase the Special Warrants, including without limitation the
      availability of exemptions from the registration and prospectus
      requirements of applicable Securities Laws in connection with the issuance
      of the Special Warrants to the Subscriber. The Subscriber further
      covenants to the Company that by accepting the Special Warrants, the
      Subscriber shall be representing and warranting that such representations
      and warranties are true as at the Closing Date with the same force and
      effect as if they had been made by the Subscriber at the Closing Date and
      that the covenants of the Subscriber made by it in this Subscription
      Agreement to be performed prior to the Closing Date have been performed.
      The Subscriber undertakes to immediately notify the Company of any change
      in any statement or other information relating to the Subscriber set forth
      herein or in a Subscriber Certificate that takes place prior to the
  Closing Date.



- 22 - 





	13. 	
      Reliance Upon Representations, Warranties and
      Covenants by Subscriber. The Company acknowledges that the
      representations, warranties and covenants made by the Company in this
      Subscription Agreement are made with the intent that they may be relied
      upon by the Subscriber in entering into this Subscription Agreement and
      purchasing the Special Warrants hereunder. The Company further covenants
      to the Subscriber that by issuing and delivering the Special Warrants, the
      Company shall be representing and warranting that such representations and
      warranties are true as at the Closing Date with the same force and effect
      as if they had been made by the Company at the Closing Date and that the
      covenants of the Company made by it in this Subscription Agreement to be
      performed prior to the Closing Date have been performed. The Company
      undertakes to immediately notify the Subscriber of any change in any
      statement or other information relating to the Company set forth herein or
      in a Company Certificate that takes place prior to the Closing
  Date.

	 	 
	14. 	
      Indemnification.




	 	(a) 	
      The Company agrees to indemnify and hold harmless the
      Subscriber and its directors, officers, affiliates, members, managers,
      employees, agents, successors and assigns (collectively, “Indemnified
      Parties”) from and against any and all losses, liabilities,
      deficiencies, costs, damages and expenses (including, without limitation,
      reasonable attorneys' fees, charges and disbursements) incurred by any
      Indemnified Party as a result of, arising out of or based upon (i) any
      inaccuracy in or breach of the Company's representations or warranties in
      this Subscription Agreement; (ii) the Company's breach of agreements or
      covenants made by the Company in this Subscription Agreement or the
      Special Warrant Certificate, the Registration Rights Agreement, the Resale
      Filings and each other agreement, instrument and certificate executed and
      delivered by the Company or any of its subsidiaries thereof in connection
      with the foregoing (collectively, the “Transaction Documents”);
      (iii) any third party claims arising out of or resulting from the
      transactions contemplated by this Subscription Agreement or any other
      Transaction Document (unless such claim is based upon conduct by such
      Indemnified Party that constitutes fraud, gross negligence or wilful
      misconduct); (iv) any breach by the Company of applicable Securities Laws
      or the rules promulgated thereunder, or (v) any third party claims arising
      directly or indirectly out of such Indemnified Party's status as owner of
      the Securities or the actual, alleged or deemed control or ability to
      influence the Company or any of its subsidiaries (unless such claim is
      based upon conduct by the Subscriber that constitutes fraud, gross
      negligence or wilful misconduct). This provision shall survive the
      termination of this Subscription Agreement and the Transaction
      Documents.

	 	 	 
	 	(b) 	
      With respect to any third-party claims giving rise to a
      claim for indemnification, the Indemnified Party will give written notice
      to the Company of such third party claim; provided, that the failure of
      any party entitled to indemnification hereunder to give notice as provided
      herein shall not relieve the Company of its obligations under this Section
      14 except to the extent that the Company is actually materially prejudiced
      by such failure to give notice. In case any such action, proceeding or
      claim is brought against an Indemnified Party in respect of which
      indemnification is sought hereunder, the Company shall be entitled to
      participate in and, unless in the reasonable judgment of the Indemnified
      Party an actual conflict of interest between it and the Company exists
      with respect to such action, proceeding or claim (in which
      case the Company shall be responsible for the reasonable fees and expenses
      of one separate counsel for the Indemnified Parties), to assume the
      defense thereof with counsel satisfactory to the Indemnified Party. In the
      event that the Company advises an Indemnified Party that it will not
      contest such a claim for indemnification hereunder, or fails, within 10
      days of receipt of any indemnification notice to notify, in writing, such
      person or entity of its election to defend, settle or compromise, at its
      sole cost and expense, any action, proceeding or claim (or discontinues
      its defense at any time after it commences such defense), then the
      Indemnified Party may, at its option, defend, settle or otherwise
      compromise or pay such action or claim. In any event, unless and until the
      Company elects in writing to assume and does so assume the defense of any
      such claim, proceeding or action, the Indemnified Party's costs and
      expenses arising out of the defense, settlement or compromise of any such
      action, claim or proceeding shall be losses subject to indemnification
      hereunder. The Company shall keep the Indemnified Party fully apprised at
      all times as to the status of the defense or any settlement negotiations
      with respect thereto. If the Company elects to defend any such action or
      claim, then the Indemnified Party shall be entitled to participate in such
      defense with counsel of its choice at its sole cost and expense.
      Notwithstanding anything in this Section 14 to the contrary, the Company
      shall not, without the Indemnified Party's prior written consent, settle
      or compromise any claim or consent to entry of any judgment in respect
      thereof. The indemnification obligations to defend the Indemnified Party
      required by this Section 14 shall be made by periodic payments of the
      amount thereof during the course of investigation or defense, as and when
      bills are received or expense, loss, damage or liability is incurred, so
      long as the Indemnified Party shall refund such moneys if it is ultimately
      determined by a court of competent jurisdiction that such party was not
      entitled to indemnification. The indemnity agreements contained herein
      shall be in addition to (i) any cause of action or similar rights of the
      Indemnified Party against the Company or others, and (ii) any liabilities
      the Company may be subject to pursuant to the law. In no event shall the
      Company be required to indemnify any Indemnified Party for its wilful
      breach of any of the Transaction Documents as determined by a court of
      competent jurisdiction pursuant to a final and non-appealable
  order.



- 23 - 





	 	(c) 	
      If the indemnification provided for in Section 14 is
      unavailable to any Indemnified Party thereunder in respect of any losses,
      liabilities, deficiencies, costs, damages or expenses (or actions in
      respect thereof) referred to in such Section, then the Company shall
      contribute to the amount paid or payable by such Indemnified Party as a
      result of such losses, liabilities, deficiencies, costs, damages or
      expenses (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative fault of the Company on the one hand
      and such Indemnified Party on the other.




	15. 	
      Additional Acknowledgements. The Subscriber
      acknowledges and agrees that:




	 	(a) 	
      no securities commission or similar regulatory authority
      has received or passed on the merits of the Securities;

	 	 	 
	 	(b) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(c) 	
      there are risks associated with the purchase of the
      Special Warrants;

	 	 	 
	 	(d) 	
      there are restrictions on the Subscriber’s ability to
      resell the Special Warrants and it is the responsibility of the Subscriber
      to find out what those restrictions are and to comply with them;
  and

	 	 	 
	 	(e) 	
      as a consequence of acquiring the Special Warrants
      pursuant to exemptions from prospectus requirements under the Securities
      Laws, certain protections, rights and remedies provided by the Securities
      Laws, including statutory rights of rescission or damages, will not be
      available to the Subscriber.



- 24 - 





	16. 	
      Contractual Right of Action for Rescission. By its
      acceptance and acknowledgement of this offer, the Company hereby provides
      a right of rescission as set out below, which right shall be exercisable
      by the Subscriber and any subsequent holders from time to time of the
      Subscriber’s Special Warrants:

	 	 
		
      In the event that a holder of a Special Warrant who
      acquires Underlying Shares upon the deemed exercise of a Special Warrant
      as provided for in the Final Prospectus, is or becomes entitled under
      applicable Securities Laws to the remedy of rescission by reason of the
      Final Prospectus or any amendment thereto containing a misrepresentation,
      such holder shall be entitled to rescission not only of the holder's
      exercise of its Special Warrant, but also of the private placement
      transaction pursuant to which the Special Warrant was initially acquired
      and shall be entitled in connection with such rescission to a full refund
      from the Company of the amount of the purchase price paid on Closing to
      the Company, on the acquisition of the Special Warrant. In the event such
      holder is a permitted assignee of the interest of the original Special
      Warrant subscriber in accordance with the Special Warrant Certificate,
      such permitted assignee shall be entitled to exercise such rights of
      rescission and refund as if such permitted assignee were such original
      subscriber. The provisions of this section are a direct contractual right
      extended by the Company alone (but specifically not by the directors,
      officers or other agents of the Company) to holders of Special Warrants,
      permitted assignees of such holders and holders of Underlying Shares
      acquired by such holders on exercise of Special Warrants and are in
      addition to any other right or remedy available to a holder of Special
      Warrants under applicable law.

	 	 
		
      The foregoing contractual rights of action for rescission
      will be subject to the applicable defences, limitations and other
      provisions set out in the Securities Act (British Columbia) and the
      equivalent provisions of the securities legislation of the Designated
      Provinces.

	 	 
	17. 	
      Collection of Personal Information. The
      information provided by the Subscriber on the face page of this
      Subscription Agreement identifying the name, address and telephone number
      of the Subscriber, the number of Special Warrants being purchased
      hereunder and the total purchase price as well as the Closing Date and the
      exemption that the Subscriber is relying on in purchasing the Special
      Warrants will be disclosed to securities regulators in the selling
      jurisdictions including the Ontario Securities Commission, and such
      information is being indirectly collected by such securities regulatory
      authorities, including the Ontario Securities Commission under the
      authority granted to it under securities legislation. This information is
      being collected for the purposes of the administration and enforcement of
      the securities legislation of Ontario. Each Subscriber (and for certainty,
      including each Disclosed Principal) hereby authorizes the indirect
      collection of such information by the Ontario Securities Commission. In
      the event the Subscriber has any questions with respect to the indirect
      collection of such information by the Ontario Securities Commission, the
      Subscriber should contact the Ontario Securities Commission,
      Administrative Support Clerk, at (416) 593-3684 or by facsimile at (416)
      593-8122 or in person or writing at Suite 1903, Box 55, 20 Queen Street
      West, Toronto, Ontario M5H 3S8.

	 	 
	18. 	
      Modification. Subject to the terms hereof, neither
      this Subscription Agreement nor any provision hereof shall be modified,
      changed, discharged or terminated except by an instrument in writing
      signed by the party against whom any waiver, change, discharge or
      termination is sought.

	 	 
	19. 	
      Assignment. The terms and provisions of this
      Subscription Agreement shall be binding upon and enure to the benefit of
      the Subscriber, the Company and their respective successors and assigns;
      provided that this Subscription Agreement shall not be assignable by any
      party without the prior written consent of the other party.

	 	 
	20. 	
      Survival. This Subscription Agreement, including
      without limitation the representations, warranties and covenants contained
      herein and in each Accredited Investor Certificate(Canada) and the U.S.
      Accredited Investor Certificate, shall survive and continue in full force
      and effect and be binding upon the Company and the Subscriber,
      notwithstanding the completion of the purchase of the Special Warrants by
      the Subscriber pursuant hereto, the issuance of any underlying securities,
      or the subsequent disposition of the Special Warrants or the underlying
      securities by the Subscriber.



- 25 - 





	21. 	
      Governing Law. This Subscription Agreement shall
      be governed by and construed in accordance with the laws of the Province
      of Ontario and the federal laws of Canada applicable therein. The
      Subscriber hereby irrevocably attorns to the non-exclusive jurisdiction of
      the courts of the Province of Ontario with respect to any matters arising
      out of this Subscription Agreement.

	 	 
	22. 	
      Facsimile and E-mail Deliveries and Counterparts.
      The Company shall be entitled to rely on delivery by facsimile or
      electronic mail of a copy of this Subscription Agreement executed by the
      Subscriber, and acceptance by the Company of such executed Subscription
      Agreement shall be legally effective to create a valid and binding
      agreement between the Subscriber and the Company in accordance with the
      terms hereof. In addition, this Subscription Agreement may be executed in
      counterparts, each of which shall be deemed to be an original and all of
      which shall constitute one and the same document.

	 	 
	23. 	
      Extended Meanings and Headings. In this
      Subscription Agreement words importing the singular number include the
      plural and vice versa, words importing any gender include all genders and
      words importing persons include individuals, partnerships, associations,
      trusts and unincorporated associations. The headings contained herein are
      for convenience of reference only and shall not affect the construction or
      interpretation hereof.

	 	 
	24. 	
      Entire Agreement and Headings. This Subscription
      Agreement (including the schedules hereto) contains the entire agreement
      of the parties hereto relating to the subject matter hereof and supersedes
      all prior agreements, understanding, negotiations and discussions, whether
      oral or written. This Subscription Agreement may be amended or modified in
      any respect by written instrument only. The headings contained herein are
      for convenience only and shall not affect the meanings or interpretation
      hereof.

	 	 
	25. 	
      Further Assurances. Each of the parties hereto
      shall from time to time execute and deliver all such further documents and
      instruments and do all acts and things as the other party may, either
      before or after the closing of the transactions contemplated hereby,
      reasonably require to effectively carry out or better evidence the terms
      of this Subscription Agreement.

	 	 
	26. 	
      Expenses. Except for the cost of any prospectus or
      registration statement, the costs of which the Company will bear, each
      party will pay its own expenses in connection with this Subscription
      Agreement.



balance of page left blank 

- 26 - 




Execution Copy 

SCHEDULE “A” 

Northern Dynasty Minerals Ltd. 

TERM SHEET 

	PRIVATE
      PLACEMENT OFFERING TO RAISE CDN $15 - $20 MILLION




	Issuer: 	Northern Dynasty Minerals Ltd. (“NDM” or
      the “Company”) 
	  	  
	  	  
	  	  
	Offering Size and
      Securities Offered: 	
      Targeted at $15.0 million (all $ = CDN$) and up to
      $20.0 million in a private placement offering of NDM special
      warrants (“Special Warrants”) at a price of $0.399 per Special
      Warrant inclusive financing transactions involving common shares and
      common share equivalents. The price is based on the 5-day volume weighted
      average price (VWAP) of the common shares on TSX ending July 29, 2015.
      Based upon approximately 131 million common shares or common share
      equivalents currently outstanding, the offering will represent
      approximately 21% ($15 million level) to 26% (at the $20 million level) of
      common shares and common share equivalents then outstanding. There is no
      minimum aggregate subscription. 

	  	  
	  	  
	  	  
	Special Warrants
      Description: 	
      The Special Warrants and any other common share
      equivalents will convert into NDM common shares on a one-for-one basis
      (the “Underlying Shares”) at anytime at the option of the holder
      and automatically in certain events based upon the clearance for resale of
      the Underlying Shares as described in “Conversion of Special Warrants”
      below. 



- A-1 - 





	Resale Filings 	
      NDM will use reasonable best efforts to clear resale
      restrictions that are or may be applicable to the Underlying Shares by (i)
      seeking to clear a final prospectus in Canada (the “Canadian
      Prospectus”) qualifying the distribution of the Underlying Shares for
      resale in Canada, and (ii) for United States investors who may be affected
      by US resale restriction rules, concurrently filing a selling shareholder
      registration statement with the United States Securities and Exchange
      Commission (the “SEC”) on Form F-3 or other appropriate SEC form
      (“U.S. Registration Statement”) to seek to qualify the resale of
      such Underlying Shares in the United States. The Canadian Prospectus and
      the U.S. Registration Statement are herein together the “Resale
      Filings”. 

	  	  
	  	  
	  	  
		
      The Company shall use reasonable best efforts to cause
      the U.S. Registration Statement to be declared effective by the SEC by not
      later than 90 days after the completion (or “closing”) of the Offering and
      to 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. The Company shall cause the Canadian Prospectus
      to remain effective and current until the expiry of the four month
      Canadian hold period on the Special Warrants. 

	  	  
	  	  
	  	  
	Voluntary and Deemed
      Exercise of Special Warrants 	
      Holders of Special Warrants may voluntarily convert them
      into the Underlying Shares on a one-for-one basis at anytime, subject to
      (i) the equity blocker restrictions for U.S. Purchasers who would, but for
      the equity blocker restrictions, beneficially own more than the 9.9% of
      the Company’s outstanding shares (the “Affiliate U.S. Purchasers”),
      and (ii) the prohibition applicable to all holders that holders may not
      exercise to exceed 19.99% of issued Shares. 

	  	  
	  	  
	  	  
		
      All unexercised Special Warrants held by non-U.S. Persons
      will automatically convert into the Underlying Shares on the date that is
      the earlier of (i) the sixth day after the clearance of the Canadian
      Prospectus and (ii) 120 days after closing. (the “CDN Qualification
      Date”). 

	  	  
	  	  
	  	  
		
      Unexercised Special Warrants held by US Persons who are
      not considered Affiliate U.S. Purchasers will be deemed to be exercised on
      the CDN Qualification Date, Unexercised Special Warrants held by Affiliate
      U.S. Purchasers will not be deemed to be exercised until the two year
      anniversary of Closing. The Special Warrants issued to U.S. Persons will
      be subject to a 61 day advance-notice-of-exercise requirement (a “blocker”
      provision) so that they are not exercisable to exceed 9.9% of issued
      common shares unless such advance notice is first given to the Company.
      

	  	  
	  	  
	  	  
		
      The Special Warrants issued to Affiliated U.S. Persons
      will be subject to a 61 day advance-notice-of- exercise requirement (an
      “equity blocker” provision) so that they are not exercisable to exceed
      9.9% of issued common shares unless such advance notice is first given to
      the Company and provided that such investors can give notice to increase
      this ownership limitation to 19.9%. 



-A-2 - 





	Conditions: 	
      The Offering is subject to execution and delivery of
      subscription documentation containing customary representations and
      warranties, covenants, conditions, indemnities, termination provisions and
      other provisions; delivery of standard closing documents and will be
      conditional on compliance with all applicable legal and regulatory
      requirements including TSX and NYSE MKT regulatory approvals. NDM will
      enter into a registration rights agreement in favour of the purchasers of
      the Special Warrants on closing pursuant to which it will agree to file
      the U.S. Registration Statement with the SEC. 

	  	  
	  	  
	  	  
		
      If shareholders’ approval for any portion of the Special
      Warrants sold to persons who are currently insiders of the Company
      (generally officers, directors and 10%+ shareholders) is required under
      TSX or NYSE MKT rules, then shareholders approval for that portion will be
      sought and must be obtained within 90 days of closing failing which that
      portion of the subscription will be refunded without interest or
      deduction. Any portion of the Special Warrants requiring shareholders
      approval will be allocated amongst the insiders based on their subscribed
      amounts. 

	  	  
	  	  
	  	  
		
      The Special Warrants will include the limitation that the
      Special Warrants may not be exercised to the extent that exercise would
      result in the holder being deemed to beneficially own more than 19.99% of
      the outstanding common shares of NDM (as calculated in accordance with SEC
      Rule 13d-1 under the Exchange Act to include in the outstanding shares
      denominator the shares issuable on conversion of such holder’s special
      warrants), provided that a holder of Special Warrants will be entitled to
      waive the application of this limitation on beneficial ownership by
      providing 61 days prior written notice to NDM and provided that NDM’s
      shareholder rights plan has been terminated. 

	  	  
	  	  
	  	  
	Use of Proceeds: 	
      The net proceeds of the offering will be used to fund the
      legal and environmental activities of the Pebble Limited Partnership, a
      subsidiary entity of NDM, related to advancing the development of the
      Pebble Project, and for general corporate and working capital purposes.
      

	  	  
	  	  
	  	  
	Prospectus Exempt
      Offering 	
      Private placement in Canada pursuant to applicable
      prospectus and registration exemptions, and in the United States pursuant
      to the exemption from registration under the U.S. Securities Act of 1933,
      as amended (the “U.S. Securities Act”), afforded by Rule 506 of
      Regulation D under the U.S. Securities Act. Details of these exemptions
      will be set out in the Subscription Agreement for the Offering and will
      generally require that Subscribers in Canada, be “accredited” as defined
      by applicable securities legislation, or that Subscribers qualify for
      another available exemption, and that investors in the United States
      qualify as “accredited investors” as defined under Rule 501(a) of
      Regulation D of the U.S. Securities Act unless another mutually acceptable
      exemption from registration and prospectus requirements is available
    

	  	  
	  	  
	  	  
	Hold Period for Special
      Warrants: 	
      The Special Warrants and Underlying Shares (if acquired
      prior to clearance of the Resale Filings) will be subject to applicable
      resale restrictions in Canada and the United States and will bear resale
      restriction legends where required. Responsibility to comply with
      applicable resale restrictions rests with Subscribers.




-A-3 - 





	US Securities Law
      Matters 	
      Any Special Warrants and Underlying Shares acquired by a
      purchaser 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. 

	  	  
	  	  
	  	  
		
      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 and Underlying Shares sold in the United States or to, or
      for the account or benefit of, persons in the United States or U.S.
      persons, and all certificates issued in exchange therefore or in
      substitution thereof, shall bear restrictive legends to the foregoing
      effect. 

	  	  
	  	
       

	  	
       

	Canadian Tax Account
      Eligibility: 	
      The Underlying Shares will be eligible investments under
      certain statutes as well as for Canadian tax deferral accounts such as
      RRSPs, RRIFs, RESPs, TFSAs and DPSPs. 

	  	
       

	  	
       

	  	
       

	Listing: 	
      Application will be made to list the Underlying Shares on
      the Toronto Stock Exchange (“TSX”) and the NYSE MKT. NDM common
      shares are currently listed on the TSX under the symbol “NDM” and on the
      NYSE MKT under the symbol “NAK.”. The Special Warrants will not be listed
      but will be transferable subject to compliance with applicable securities
      laws. 

	  	
       

	  	
       

	  	
       

	Governing Law: 	
      The terms and conditions as set out in this term sheet
      are governed by the laws of the Province of Ontario. 

	  	
       

	  	
       

	  	
       

	Selling Concession: 	
      Up to 6% cash will be paid to eligible persons who refer
      certain Subscribers subject to finder’s fee or commission arrangements
      which participate in the Offering where permitted by applicable law.
    

	  	
       

	  	
       

	  	
       

	Closing Date: 	
      Closing means the issuance of Special Warrants against
      payment. The Offering has a targeted subscription cut-off date of August
      26, 2015 and proposed closing date of August 28, 2015. Subscription funds
      must be advanced to the Company not less than two days before the closing
      date. For any investors whose participation requires prior shareholders’
      approval, subscription funds will be segregated pending the shareholders
      vote. 



-A-4 - 





	Further 	For further information and a copy of the form
      of confidential subscription agreement contact 
	Information 	  
	  	Northern Dynasty Minerals Ltd. 
	 	 
	  	Attention Doug Allen
      dougallen@northerndynasty.com;or 
	 	 
	  	Trevor Thomas TrevorThomas@hdimining.com 
	 	 
	  	or by telephone at 604 684 6365. 
	  	  
	 	 
		This term sheet is not itself an offering of
      securities. An offering securities will be made only by formal
      subscription agreement and only to persons and in jurisdictions where
      permitted by applicable law. 


-A-5 - 




SCHEDULE “B” 
to the Subscription Agreement of 

Northern Dynasty Minerals Ltd. 

FORM 45-106F9 - FORM FOR INDIVIDUAL ACCREDITED INVESTORS


	 
	WARNING! 
	 
	This investment is risky. Don’t invest unless you can
      afford to lose all the money you pay for this investment. 
	 



	 
	SECTION 1 TO BE COMPLETED BY ISSUER OR
      SELLING SECURITY HOLDER 
	 
	 
	1.      About your
  investment 
	 
	 	 	 
	Type of securities: Special Warrants 	Issuer: Northern Dynasty Minerals Ltd. 	 
    
	 	 	 
	 
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE
      PURCHASER 
	 
	 
	2.      Risk
      acknowledgement 
	 
	 	 	 
	This
      investment is risky. Initial that you understand that: 	Your 
	  	  	initials 
	 	 	 
	 	 	 
	Risk of
      loss – You could lose your entire investment of $________. 	  
	 	 
	 	 
	Liquidity risk – You may not be able to sell your
      investment quickly – or at all. 	  
	 	 
	 	 
	Lack of
      information – You may receive little or no information about your
      investment. 	  
	 	 
	 	 
	Lack of
      advice – You may not receive advice from the salesperson about whether
      this investment is suitable for you unless the salesperson is registered.
      The salesperson is the person who meets with, or provides information to,
      you about making this investment. To check whether the salesperson is
      registered, go to www.aretheyregistered.ca. 	
	 	 
	 	 
	3.      Accredited investor
      status 	  
	 	 	 


- B-1 - 





	 	 
	You must
      meet at least one of the following criteria to be able to make this
      investment. Initial the statement that applies to you. (You may initial
      more than one statement.) The person identified in section 6 is
      responsible for ensuring that you meet the definition of accredited
      investor. That person, or the salesperson identified in section 5, can
      help you if you have questions about whether you meet these criteria. 	Your 
initials 
	 
    	  	  
	  	  	  
	• 	
      Your net income before taxes was more than $200,000 in
      each for the 2 most recent calendar years, and you expect it to be more
      than $200,000 in the current calendar year. (You can find your net income
      before taxes on your personal income tax return.) 
	
	 
    	  	  
	  	  	  
	• 	
      Your net income before taxes combined with your spouse’s
      was more than $300,000 in each of the 2 most recent calendar years, and
      you expect your combined net income before taxes to be more than $300,000
      in the current calendar year. 
	


- B-2 - 





	 	 	 
	• 	Either alone or with your spouse, you
      own more than $1 million in cash and securities, after subtracting any
      debt related to the case and securities. 	 
	  		  
	 	 	 
	• 	Either alone or with your spouse, you may have net assets worth
      more than $5 million. (Your net assets are your total assets (including
      real estate) minus your total debt.) 	 
	  		 
	 	 
	4. 	Your name and signature 	 
  
	 	 	 
	 	 	 
	By signing
      this form, you confirm that you have read this form and you understand the
      risks of making this investment as identified in this form. 	
	 	 
	 	 
	First and
      last name (please print): 	 
    
	 	 
	 	 	 	 
	Signature: 	 	Date:  	
	 	 	 	 
	 	 
	SECTION
      5 TO BE COMPLETED BY SALESPERSON 	 
    
	 	 
	 	 
	5. 	Salesperson information 	 
    
	 	 	 
	 	 	 
	
      [Instruction: The salesperson is the person who meets
      with, or provides information to, the purchaser with respect to
      making this investment. That could include a representative of the issuer
      or selling security holder, a registrant or a person who is exempt
      from the registration requirement.] 
	
	 	 
	 	 
	First and
      last name of salesperson (please print): 	 
    
	 	 
	 	 	 	 
	Telephone: 	 	Email:  	
	 	 	 	 
	 	 
	Name of
      firm (if registered): 	 
    
	 	 
	 	 
	SECTION
      6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 	 
	 	 
	 	 
	6. 	For more information about this
      investment 	 
    
	 	 	 
	 	 	 
	Northern
      Dynasty Minerals Ltd. 	 
    
	 /o
      Trevor Thomas. Esq., General Counsel 	 
    
	Email:
      TrevorThomas@hdimining.com 	 
    
	Fax +1-604-684-8092, 	  


- B-3 - 





	5th Floor - 1040 W. Georgia St., 
	Vancouver BC V6E 4H1 Canada. 
	Dir +1-778-373-6723 T +1-604-649-6673 
	 
    
	 
    
	 
    
	For more information about prospectus exemptions, contact
      your local securities regulator. You can find contact information
      at www. securities-administrators.ca 
	 


- B-4 - 




SCHEDULE “C” 

Form 45-106F12 
Form for Family, Friends and
Business Associated of an Insider 

Risk Acknowledgement Form for Family, Friend and Business
Associate Investors 

	 
	WARNING! 
	 
	This investment is risky. Don’t invest unless you can
      afford to lose all the money you pay for this investment. 
	 



	 
	SECTION 1 TO BE COMPLETED BY CORPORATION

	 
	 
	1.     About your investment 	  
	 	 
	 	 
	Type of securities:
    	Corporation: 
	 	 
	 	 
	Special Warrants
      of the Company 	Northern Dynasty Minerals Corp
  
	 	 
	 	 
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE
      PURCHASER 
	 
	 	 	 
	2.     Risk acknowledgement 	  	 
	 	 	 
	 	 	 
	This investment is
      risky. Initial that you understand that: 		Your
      
initials 
	 
    	  	 
	 	 	 
	Risk of
      loss – You could lose your entire investment of $________. 	 
	 	 
	 	 
	Liquidity risk – You may not be able to sell your
      investment quickly – or at all. 	 
	 	 
	 	 
	
      Lack of information – You may receive little or no
      information about your investment. The information you receive may be
      limited to the information provided to you by the family member, friend or
      close business associate specified in section 3 of this form. 
	 
	 	 


- C-1 - 





	 	 
	3.     Family, friend or business
      associate status 	 
  
	 	 
	  	  	  	  	  	  
	You must
      meet at least one of the following criteria to be able to make this
      investment. Initial the statement that applies to you: 	Your 
initials 
	 	 
	 	 
	 
    	  	  	  	  	  
	  	  	  	  	  	  
	          A) 
      You are: 	 
    
	 	 
	  	1. 	[check all applicable boxes]
    	  	 
    
	 	 	 	 	 
	  	  	[  ] a director of the
      Corporation or an affiliate of the Corporation 	 
    
	 	 	 	 
	  	  	[  ] an executive officer of the
      Corporation or an affiliate of the Corporation 	 
    
	 	 	 	 
	  	  	[  ] a control person of the
      Corporation or an affiliate of the Corporation 	 
    
	 	 	 	 
	  	  	[  ] a founder of the
      Corporation 	 
    
	 	 	 	 
	  	  	OR 	  	 
    
	 	 	 	 	 
	  	2. 	[check all applicable boxes]
    	  	 
    
	 	 	 	 	 
			[  ] a person of which a majority of the voting securities
      are beneficially owned by, or a majority of the directors are, (i)
      individuals listed in (1) above and/or (ii) family members, close personal
      friends or close business associates of individuals listed in (1) above
  
	 	 	 
			[  ] a truest or estate of which all of the beneficiaries
      or a majority of the trustees or executors are (i) individuals listed in
      (1) above and/or (ii) family members, close personal friends or close
      business associates of individuals listed in (1) above 
	 
    	  	  	  	  	  
	  	  	  	  	  	  
	          B) 
      You are a family member of ________________________, who holds the
      following position at the 
	               
      Corporation or an affiliate of the issue: ______________________________.
    
	 
	               
      You are the ________________________ of that person or that person’s
      spouse. 
	 
    	  	  	  	  	  
	  	  	  	  	  	  
	          C) 
      You are a close personal friend of _________________________, who holds
      the following position at the 
	               
      Corporation or an affiliate of the Corporation: _____________________.
  
	 
	               
      You have known that person for ________________________ years.
  


- C-2 - 





	 
	4.     Your name and
  signature 
	 
	 
	
      By signing this form, you confirm that you have read this
      form and you understand the risks of making this investment as identified
      in this form. You also confirm that you are eligible to make this
      investment because you are a family member, close personal friend or close
      business associate of that person identified in section 5 of this form.
      

	 
	 
	First and last name (please print): 
	 
	 	 
	Signature: 	Date: 
	 	 
	 	 
	SECTION 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE
      PERSONAL RELATIONSHIP, IF APPLICABLE 
	 
	 
	5.    Contact person at the
      Corporation or an affiliate of the Corporation 
	 
	 
	[Instruction: To be completed by the director,
      executive officer, control person or founder with whom the purchaser
      has a close personal relationship indicated under sections 3B, C or D
      of this form.] 
	 
	By signing this for, you confirm that you have, or
      your spouse has, the following relationship with the purchaser: 
	[check the box that applies] 
	 
	              
      [  ] family relationship as set out in section 3B of this form 
	              
      [  ] close personal friendship as set out in section 3C of this form
    
	             
       [  ] close business associate relationship as set out in
      section 3D of this form 
	 
    	  
	 	 
	First and last name of contact person (please print):
    
	 
	 
	Position with the Corporation or affiliate of the
      Corporation (director, executive officer, control person or founder):
  
	 
	 	 
	Telephone: 	Email: 
	 	 
	 	 
	Signature: 	Date: 
	 	 
	 	 
	SECTION 6 TO BE COMPLETED BY THE CORPORATION
    
	 


- C-3 - 





	 	 
	6.      For more information about
      this investment 	 
  
	 
    	  
	  	  
	Please contact: 	 
    
	  	  
	  	  
	Northern Dynasty
      Minerals Ltd. 	 
    
	 /o Trevor
      Thomas. Esq., General Counsel 	 
    
	  	  
	Email:
      TrevorThomas@hdimining.com 	 
    
	Fax +1-604-684-8092,
    	 
    
	 5th Floor -
      1040 W. Georgia St., 	 
    
	Vancouver BC V6E 4H1
      Canada. 	 
    
	Dir +1-778-373-6723
      T +1-604-649-6673 	 
    
	  	  
	 
	For more information about prospectus exemptions,
      contact your local securities regulator. You can find contact
      information at www. securities-administrators.ca 
	 
	  	  
	 
    	  
	  	  
	Signature of
      executive officer of Corporation (other than the purchaser): 	Date: 
	 	 


- C-4 - 




SCHEDULE “D” 
to the Subscription Agreement of 

Northern Dynasty Minerals Ltd. 

U.S. ACCREDITED INVESTOR CERTIFICATE (U.S. PERSONS ONLY)


	TO: 	NORTHERN DYNASTY MINERALS LTD. (the
      "Issuer") 
	 	 
	RE: 	SUBSCRIPTION FOR SECURITIES OF THE
      COMPANY 


Capitalized terms not specifically defined in this
certification have the meaning ascribed to them in the Subscription Agreement to
which this Schedule “C” is attached. In the event of a conflict between the
terms of this certification and such Subscription Agreement, the terms of this
certification shall prevail. 

In addition to the covenants, representations and warranties
contained in the Subscription Agreement to which this Schedule “C” is attached,
the undersigned Subscriber covenants, represents and warrants to the Company
that: 

	(a) 	
      It is (i) a U.S. Person or a person in the United States
      and (ii) authorized to consummate the purchase of the Special
    Warrants.

	 	 
	(b) 	
      It has such knowledge, skill and experience in financial,
      investment and business matters as to be capable of evaluating the merits
      and risks of an investment in the Special Warrants and it is able to bear
      the economic risk of loss of its entire investment.

	 	 
	(c) 	
      The Company has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Company
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Special Warrants, including access to
      the Company's public filings available on the Internet at www.sedar.com,
      and that any answers to questions and any request for information have
      been complied with to the Subscriber's satisfaction.

	 	 
	(d) 	
      It is acquiring the Special Warrants for its own account,
      for investment purposes only and not with a view to any resale,
      distribution or other disposition of the Special Warrants in violation of
      the United States securities laws, provided the foregoing representation
      shall not be deemed to prohibit the resale of the Special Warrants or
      Underlying Shares in compliance with Securities Laws.

	 	 
	(e) 	
      The address of the Subscriber set out on the front page
      of the Subscription Agreement is the true and correct principal address of
      the Subscriber and can be relied on by the Company for the purposes of
      state blue-sky laws and the Subscriber has not been formed for the
      specific purpose of purchasing the Special Warrants.

	 	 
	(f) 	
      It understands (i) the Special Warrants and any Common
      Shares issued on exercise of the Special Warrants 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 and will be "restricted securities", as defined in Rule 144 under
      the U.S. Securities Act; (ii) the sale contemplated hereby is being made
      in reliance on an exemption from such registration requirements; and (iii)
      subject to certain exceptions provided under the U.S. Securities Act, the
      Securities and any Common Shares issued upon conversion of the Special
      Warrants may not be transferred or exercised in the United States or by or
      on behalf of a U.S. Person unless such Securities and any Common Shares
      issued upon conversion of the Special Warrants, are registered under the
      U.S. Securities Act and applicable state securities laws, or unless an
      exemption from such registration requirements is
  available.



- D-1 - 





	(g) 	
      The Subscriber is an "accredited investor" as defined in
      Rule 501 of Regulation D of the U.S. Securities Act by virtue of meeting
      one of the following criteria (please hand-write your initials on the
      appropriate lines):




		1. 
Initials_____ 	A bank, as defined in Section 3(a)(2) of the
      U.S. Securities Act, whether acting in its individual or fiduciary
      capacity; or 
	 	  	  
		2. 
Initials_____ 	A savings and loan association or other
      institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act,
      whether acting in its individual or fiduciary capacity; or 
	 	  	  
		3. 
Initials_____ 	A broker or dealer registered pursuant to
      Section 15 of the United States Securities Exchange Act of
      1934; or 
	 	  	  
		4. 
Initials_____ 	An insurance company as defined in Section
      2(a)(13) of the U.S. Securities Act; or 
	 	  	  
		5.
Initials_____ 	An investment company registered under the
      United States Investment Company Act of 1940; or 
	 	  	  
		6. 
Initials_____ 	A business development company as defined in
      Section 2(a)(48) of the United States Investment Company Act of
      1940; or 
	 	  	  
		7. 
Initials_____ 	A small business investment company licensed by
      the U.S. Small Business Administration under Section 301 (c) or (d) of the
      United States Small Business Investment Act of 1958; or
  
	 	  	  
		8. 
Initials_____ 	A plan established and maintained by a state,
      its political subdivisions or any agency or instrumentality of a state or
      its political subdivisions, for the benefit of its employees, with total
      assets in excess of US$5,000,000; or 
	 	  	  
		9. 
Initials_____ 	An employee benefit plan within the meaning of
      the United States Employee Retirement Income Security Act of
      1974 in which the investment decision is made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings and
      loan association, insurance company or registered investment adviser, or
      an employee benefit plan with total assets in excess of US$5,000,000 or,
      if a self-directed plan, with investment decisions made solely by persons
      who are Accredited Investors; or 
	 	  	  
		10. 
Initials_____ 	A private business development company as
      defined in Section 202(a)(22) of the United States Investment Advisers
      Act of 1940; or 
	 	  	  
		11. 
Initials_____ 	An organization described in Section 501(c)(3)
      of the United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust, or a partnership, not formed for
      the specific purpose of acquiring the Securities offered, with total
      assets in excess of US$5,000,000; or 
	 	  	  
		12.
Initials_____ 	Any director or executive officer of the
      Company; or 
	 	  	  
		13. 
Initials_____ 	A natural person whose individual net worth, or
      joint net worth with that person’s spouse, at the time of his or her
      purchase exceeds US$1,000,000 as determined on the following basis:
  



	 	(i) 	
      the person’s primary residence shall not be included as
      an asset;

	 	 	 
	 	(ii) 	
      indebtedness that is secured by the person’s primary
      residence, up to the estimated fair market value of the primary residence at the
time of the sale and purchase of securities contemplated by the accompanying
Subscription Agreement, shall not be included as a liability (except that if the
amount of such indebtedness outstanding at the time of the sale and purchase of
securities contemplated by the accompanying Subscription Agreement exceeds the
amount outstanding 60 days before such time, other than as a result of the
acquisition of the primary residence, the amount of such excess shall be
included as a liability); and



- D-2 - 





	 	(iii) 	indebtedness that is secured by the person’s
      primary residence in excess of the estimated fair market value of the
      primary residence shall be included as a liability; or




		14. 
Initials_____ 	
      A natural person that had annual gross income during the
      last two full calendar years in excess of US$200,000 (or together with his
      or her spouse in excess of US$300,000) and reasonably expects to have
      annual gross income in excess of US$200,000 (or together with his or her
      spouse in excess of US$300,000) during the current calendar year, and no
      reason to believe that his or her annual gross income will not remain in
      excess of US$200,000 (or that together with his or her spouse will not
      remain in excess of US$300,000) for the foreseeable future; or 

	 	  	
      

		15.
Initials_____ 	
      A trust, with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Special Warrants offered,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the U.S. Securities Act; or 

	 	  	
      

		16. 
Initials_____ 	
      Any entity in which all of the equity owners meet the
      requirements of at least one of the above categories.





	(h) 	
      The Subscriber has not purchased the Special Warrants as
      a result of any form of general solicitation or general advertising (as
      those terms are used in Regulation D under the U.S. Securities Act),
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio or television, or other form of telecommunications, including
      electronic display, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising.

	 	 
	(i) 	
      If the Subscriber decides to offer, sell or otherwise
      transfer any of the Special Warrants or any Common Shares issued upon
      conversion of the Special Warrants it will not offer, sell or otherwise
      transfer any of such Special Warrants or any Common Shares issued upon
      conversion of the Special Warrants directly or indirectly,
  unless:




	 	(i) 	
      the sale is to the Company;

	 	 	 
	 	(ii) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      U.S. Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 
	 	(iii) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder, if available, and in accordance with any applicable state
      securities or "blue sky" laws;

	 	 	 
	 	(iv) 	
      the securities are sold in a transaction that does not
      require registration under the U.S. Securities Act or any applicable state
      laws and regulations governing the offer and sale of securities;
  or

	 	 	 
	 	(v) 	
      pursuant to an effective resale registration statement
      filed under the U.S. Securities Act.



- D-3 - 





		
      and, in the case of each of (iii) and (iv) it has prior
      to such sale furnished to the Company an opinion of counsel reasonably
      satisfactory to the Company stating that such transaction is exempt from
      registration under applicable securities laws and that the legends
      referred to in paragraph (1) below may be removed.

	 	 
	(j) 	
      It understands and agrees that the Special Warrants and
      any Common Shares issued upon conversion of the Special Warrants may not
      be acquired in the United States by or on behalf of a U.S. Person or a
      person in the United States unless registered under the U.S. Securities
      Act and any applicable state securities laws or unless an exemption from
      such registration requirements is available.

	 	 
	(k) 	
      It acknowledges that it has not purchased the Special
      Warrants and any Common Shares issued upon conversion of the Special
      Warrants as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the U.S. Securities
      Act) in the United States in respect of the Special Warrants and any
      Common Shares issued upon conversion of the Special Warrants which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of the Special Warrants or any Common
      Shares issued upon conversion of the Special Warrants.

	 	 
	(l) 	
      The certificates representing the Special Warrants issued
      hereunder and any Common 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 COMMON 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 CORPORATION IN CONNECTION
      WITH A SALE OF THE SECURITIES REPRESENTED HEREBY UPON DELIVERY OF THIS
      CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION
      OR THE TRANSFER AGENT, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH
      IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE
      CORPORATION, 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."; 




- D-4 - 





provided, that if the Special Warrants
or Common Shares are being sold outside the United States in compliance with the
requirements of Rule 904 of Regulation S, 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 A 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 Common 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 Company agrees that it shall cause its U.S. counsel
to deliver any legal opinion required by this paragraph at the Company’s
expense. 

	(m) 	
      Notwithstanding anything contained herein to the
      contrary, certificates evidencing Shares issued upon exercise of the
      Special Warrants shall not contain any legend (including the legend set
      forth above): (i) while a registration statement covering the resale of
      such security is effective under the U.S. Securities Act, (ii) following
      any sale of such Shares pursuant to Rule 144, (iii) if such Shares are
      eligible for sale under Rule 144 without volume or manner-of-sale
      restrictions or (iv) if such legend is not required under applicable
      requirements of the U.S. Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the SEC). The
      Company will take all steps necessary to remove any legends to give effect
      to the foregoing, including, without limitation, procuring an opinion of
      U.S. counsel to the Company at the Company’s expense.

	 	 
	(n) 	
      It understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition, disposition or exercise
      of any of the Special Warrants and any Common Shares issued upon
      conversion of the Special Warrants. The Company gives no opinion and makes
      no representation with respect to the tax consequences to the Subscriber
      under United States, state, local or foreign tax law of the undersigned’s
      acquisition or disposition of such Special Warrants and any Common Shares
      issued upon conversion of the Special Warrants; in particular, no
      determination has been made whether the Company will be a “passive foreign
      investment company” within the meaning of Section 1297 of the United
      States Internal Revenue Code.

	 	 
	(o) 	
      It understands and acknowledges that the Company is
      incorporated outside the United States. Consequently, it may be difficult
      to provide service of process on the Company and it may be difficult to
      enforce any judgment against the Company.

	 	 
	(p) 	
      It understands and agrees that the financial statements
      of the Company have been prepared in accordance with International
      Financial Reporting Standards and therefore may be materially different
      from financial statements prepared under U.S. generally accepted
      accounting principles and therefore may not be comparable to financial
      statements of United States companies.

	 	 
	(q) 	
      It consents to the Company making a notation on its
      records or giving instructions to any transfer agent of the Company in
      order to implement the restrictions on transfer set forth and described in
      this certification and the Subscription Agreement.

	 	 
	(r) 	
      It has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Special Warrants and
      any Common Shares issued upon conversion of the Special Warrants to any
      person within the United States or to U.S. persons except pursuant to an
      effective registration statement under the U.S. Securities Act, or an
      exemption therefrom or otherwise in compliance with Securities
  Laws.



- D-5 - 





	(s) 	
      It represents that the funds representing the Purchase
      Price which will be advanced by the Subscriber to the Corporation
      hereunder will not represent proceeds of crime for the purposes of the
      Uniting and Strengthening America by Providing Appropriate Tools
      Required to Intercept and Obstruct Terrorism Act

	 	 
		
      (the “PATRIOT Act”) and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber's name and other information relating to the
      subscription agreement and the Subscriber's subscription hereunder, on a
      confidential basis, pursuant to the PATRIOT Act. No portion of the
      Subscription Price to be provided by the Subscriber (i) has been or will
      be derived from or related to any activity that is deemed criminal under
      the laws of the United States of America, or any other jurisdiction, or
      (ii) is being tendered on behalf of a person or entity who has not been
      identified to or by the Subscriber, and it shall promptly notify the
      Company if the Subscriber discovers that any of such representations
      ceases to be true and provide the Corporation with appropriate information
      in connection therewith.

	 	 
	(t) 	
      It acknowledges that the representations, warranties and
      covenants contained in this Certification are made by it with the intent
      that they may be relied upon by the Company in determining its eligibility
      or the eligibility of others on whose behalf it is contracting thereunder
      to purchase Special Warrants. It agrees that by accepting Special Warrants
      it shall be representing and warranting that the representations and
      warranties above are true as at the Closing Date with the same force and
      effect as if they had been made by it at the Closing Date and that they
      shall survive the purchase by it of Special Warrants and shall continue in
      full force and effect notwithstanding any subsequent disposition by it of
      such Special Warrants.



ONLY U.S. PURCHASERS NEED COMPLETE AND SIGN 

Dated _______________ 2015. 

	 	X 
	 	Signature of individual (if Subscriber is
      an individual) 
	 	 
	 	X 
	 	Authorized signatory (if Subscriber is not
      an individual) 
	 	 
	 	Name of Subscriber (please print) 
	 	 
	 	Name of authorized signatory (please
      print) 
	 	 
	 	Official capacity of authorized signatory
      (please print) 


- D-6 - 




Appendix "I" to Schedule “D” 

U.S. ACCREDITED INVESTOR CERTIFICATE 

Form of Declaration for Removal of Legend 

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


The undersigned (A) acknowledges that the sale of the
securities of the Corporation 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 Corporation (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 and
sale of such securities was made in an “offshore transaction” within the meaning
of Regulation S 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 TSX Venture
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); and (5) 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 Seller’s Broker-Dealer 


We have read the foregoing representations of our customer,
_________________________ (the "Seller") dated _______________________, with
regard to the sale, for such Seller’s account, of the
_________________represented by certificate number ______________of the
Corporation 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.

- D-7 - 





	Name of Firm 	  
	 	 	 
		Name of Firm  	  
	 	 
	By: 	  
	 	 	 
		Authorized Officer  	  
	 	 
	Dated: 	_______________ 20__. 	


- D-8 - 




SCHEDULE “E” 
to the Subscription Agreement of 

Northern Dynasty Minerals Ltd. 

REGISTRATION RIGHTS AGREEMENT 

REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of _____, 2015, by and among Northern Dynasty Minerals Ltd., a
corporation organized under the laws of the Province of British Columbia (the
“Company”), and the undersigned purchasers (each, a “Purchaser,”
and collectively, the “Purchasers”). 

WHEREAS: 

A.     In connection with the Subscription Agreements, dated as of
_____, 2015, by and among the Company and the Purchasers (the “Subscription
Agreements”), the Company has agreed, upon the terms and subject to the
conditions set forth in the Subscription Agreements, to issue and sell to each
Purchaser special warrants of the Company (the “Special Warrants”), each
of which Special Warrants is convertible into one common share of the Company
(the “Common Shares”). 

B.     In accordance with the terms of the Subscription Agreements,
the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws. 

NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Purchasers hereby agree as follows: 

ARTICLE 1 

DEFINITIONS

Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Subscription Agreements. As
used in this Agreement, the following terms shall have the following meanings:


1.1     “Additional Registration Period” has the meaning set
forth in section 3.1.

1.2     “Additional Registration Statement” has the meaning
set forth in section 3.1. 

1.3     “Business Day” means any day other than Saturday,
Sunday or any other day on which commercial banks in The City of New York or the
City of Toronto are authorized or required by law to remain closed. 

1.4     “Closing Date” shall have the meaning set forth in
the Subscription Agreements. 

1.5     “Effective Date” means the date the Registration
Statement has first been declared effective by the SEC. 

1.6     “Targeted Effectiveness Deadline” means the date
which is 90 calendar days after the Closing Date. 

1.7     “Targeted Filing Date” means the date which is 30
days after the Closing Date. 

- E-1 - 




1.8     “Initial Registration Period” has the meaning set
forth in section 3.1.

1.9     “Initial Registration Statement” has the meaning set
forth in section 3.1. 

1.10     “Investor” means a Purchaser or any transferee or
assignee thereof to whom a Purchaser or another Investor assigns its rights
under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Article 9. 

1.11     “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization, a government or any department or agency thereof,
or other entity of any kind. 

1.12     “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the
Securities Act and pursuant to Rule 415 and the declaration or ordering of
effectiveness of such Registration Statement(s) by the SEC. 

1.13     “Registrable Securities” means (i) the Common
Shares issued issuable on exercise of the Special Warrants, and (ii) any share
capital of the Company issued with respect to such Common Shares as a result of
any split, dividend, recapitalization, exchange or similar event or otherwise.


1.14     “Registration Statement” means a registration
statement or registration statements of the Company filed under the Securities
Act covering the Registrable Securities, any amendments, supplements, and
exhibits thereto and any material incorporated by reference (or deemed to be
incorporated by reference) therein, and includes the Initial Registration
Statement and any Additional Registration Statement. 

1.15     “Required Holders” means the holders of at least
50% of the Registrable Securities. 

1.16     “Rule 415” means Rule 415 under the Securities Act
or any successor rule providing for offering securities on a continuous or
delayed basis. 

1.17     “SEC” means the United States Securities and
Exchange Commission. 

ARTICLE 2 

REGISTRATION 

2.1     Mandatory Registration. The Company shall prepare,
and, as soon as practicable but in no event later than the Targeted Filing Date,
file with the SEC the Registration Statement on Form F-3 covering the resale of
all of the Registrable Securities (the “Initial Registration Statement”).
In the event that Form F-3 is unavailable for such a registration, the Company
shall use such other form as is available for such a registration, subject to
the provisions of Section 2.4. The Initial Registration Statement prepared
pursuant hereto shall register for resale all of the Registrable Securities
issuable as of the date the Registration Statement is initially filed with the
SEC. The Registration Statement shall contain (except if otherwise directed by
the Required Holders) the “Selling Stockholders” and “Plan of
Distribution” sections in substantially the form attached hereto as
Exhibit A. The Company shall use reasonable best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable, but
in no event later than the Targeted Effectiveness Date. By 9:30 a.m. on the
Business Day immediately following the Effective Date, the Company shall file
with the SEC in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement. The Company shall keep such Initial Registration Statement
continuously effective pursuant to Rule 415 at all times until the second
anniversary of this Agreement (the “Initial Registration Period”). If
after the expiry of the Initial Registration Period, there are one or more
Investors that individually (together with such Investor’s affiliates and any
other person with whom they may be deemed to be a “group” within the meaning of
Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as
calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9%
of the then issued and outstanding shares of the Company and the Company has
withdrawn any Registration Statement filed within the Initial Registration
Period or any such Registration Statement otherwise ceases to be effective, then such Investors will have a demand
registration right to cause the Company to file a further Registration Statement
covering the registration of such Registrable Securities then owned by such
Investors (the “Additional Registration Statement”). The Company will
file such Additional Registration Statement within twenty (20) days of written
receipt of a request from an Investor further to this demand registration right
and will maintain the effectiveness of such Additional Registration Statement
until the earlier of (i) the date as on which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without limitation
or restriction pursuant to Rule 144 (or any successor thereto) promulgated under
the Securities Act without the requirement for the Company to be in compliance
with the current public information requirements under Rule 144 or any volume
limitations or manner of sale requirements, (ii) the date on which no Investor
(together with such Investor’s affiliates and any other person with whom they
may be deemed to be a “group” within the meaning of Rule 13d-5 under the US
Securities Exchange Act) is the beneficial owner, as calculated in accordance
with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and
outstanding shares of the Company, and (iii) the one year anniversary of the
date of effectiveness of the Additional Registration Statement (the
“Additional Registration Period”). If after expiry of the Additional
Registration Period, there remain one or more Investors that individually
(together with such Investor’s affiliates and any other person with whom they
may be deemed to be a “group” within the meaning of Rule 13d-5 under the US
Securities Exchange Act) are the beneficial owner, as calculated in accordance
with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and
outstanding shares of the Company and the Company has withdrawn any Additional
Registration Statement filed within the Additional Registration Period or any
such Registration Statement otherwise ceases to be effective, such Investor or
Investors will have one additional demand registration right to cause the
Company to file a further Additional Registration Statement for a further
Additional Registration Period on the equivalent terms for the initial demand
registration right described above in this paragraph. 

- E-2 - 





2.2     Limitation to Registrable Securities. In no event
shall the Company include any securities other than Registrable Securities on
any Registration Statement without the prior written consent of the Required
Holders. 

2.3     Legal Counsel. Each Investor may designate legal
counsel from time to time to review and oversee at the expense of such Investor
any registration pursuant to this Article 2 (the “Legal Counsel”). The
Company and Legal Counsel shall reasonably cooperate with each other in
performing the Company’s obligations under this Agreement. 

2.4     Ineligibility for Form F-3. In the event that Form
F-3 is not available for the registration of the resale of Registrable
Securities hereunder, the Company shall (i) register the resale of the
Registrable Securities on another appropriate form that covers the resale of all
of the Registrable Securities pursuant to the provisions of this Agreement and
(ii) undertake to register the Registrable Securities on Form F-3 as soon as
such form is available, provided that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form F-3 covering the Registrable Securities has been
declared effective by the SEC. 

2.5     Effect of Failure to Obtain Effectiveness of
Registration Statement. If a Registration Statement covering all of the
Registrable Securities is not declared effective by the SEC on or before the
applicable Targeted Effectiveness Date then the Company shall continue to use
its reasonable best efforts to have it declared effective.

ARTICLE 3 

RELATED OBLIGATIONS 

At such time as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section 2.1 and so long as such Registration
Statement remains effective and has not been withdrawn, the Company will use
reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations: 

3.1     Acceleration; Adequate Disclosure. The Company shall
submit to the SEC, within two Business Days after the Company learns that no
review of a particular Registration Statement will be made by the staff of the
SEC or that the staff has no further comments on a particular Registration
Statement, as the case may be, a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than 48 hours after the submission of
such request. The Company shall keep each Registration Statement continuously
effective pursuant to Rule 415 at all times during the Initial Registration
Period and any Additional Registration Period. The Company shall ensure that
each Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein (in the case of prospectuses, in the
light of the circumstances in which they were made) not misleading. 

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3.2     Amendments to Registration Statement. The Company
shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used
in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep such Registration Statement continuously effective at all times during
the Initial Registration Period and any Additional Registration Period and, if
any such Registration Statement is not withdrawn at the expiration of the
Initial Registration Period or Additional Registration Period, as applicable, at
all times until so withdrawn, and, during such period, comply in all material
respects with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3.2) by reason of the Company filing with or furnishing to the SEC
a report under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement such
Registration Statement. The Company shall respond as promptly as reasonably
practicable to any comments received from the SEC with respect to each
Registration Statement or any amendment thereto and, as promptly as reasonably
possible, provide the Investors true and complete copies of all correspondence
from and to the SEC relating to such Registration Statement that pertains to the
Investors as “Selling Stockholders” but not any comments that would result in
the disclosure to the Investors of material and non-public information
concerning the Company. 

3.3     Review by Legal Counsel; Information Rights. The
Company shall (A) permit Legal Counsel to review and comment upon (i) a
Registration Statement at least three Business Days prior to its filing with the
SEC and (ii) all amendments and supplements to all Registration Statements
(except for Form 20-F, Form 6-K and similar continuous disclosure reports) at
least three Business Days prior to their filing with the SEC, and (B) not file
any Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects. Legal Counsel shall provide any comments
within two Business Days after receipt of a document for review pursuant to the
previous sentence. The Company shall, as promptly as practicable, furnish to
Legal Counsel, without charge, (i) copies of any correspondence from the SEC or
the staff of the SEC to the Company or its representatives relating to any
Registration Statement, (ii) after the same is prepared and filed with the SEC,
one copy of any Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by
reference, if requested by an Investor, and all exhibits and (iii) upon the
effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto. The
Company shall reasonably cooperate with Legal Counsel in performing the
Company’s obligations pursuant to this Article 3. 

3.4     Prospectus Delivery. The Company shall, as promptly
as practicable, furnish to each Investor whose Registrable Securities are
included in any Registration Statement, without charge, (i) after the same is
prepared and filed with the SEC, at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, (ii) upon the
effectiveness of any Registration Statement, an electronic copy of the
prospectus included in such Registration Statement and all amendments and
supplements thereto; provided, that the Company shall promptly provide each
Investor with such number of copies of such prospectus as such Investor may
reasonably request and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor. 

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3.5     Blue Sky Compliance. The Company shall use
reasonable best efforts to (i) register and qualify or cooperate with the
selling Investors in connection with the registration or qualification (or
exemption from the registration or qualification) of Registrable Securities for
the resale by Investors of the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of all applicable
jurisdictions in the United States, (ii) prepare and file in those
jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Initial Registration Period and
any Additional Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Initial Registration Period and any Additional Registration
Period, and (iv) take all other actions reasonably necessary or advisable to
qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3.5, (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel and each Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for
sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of notice of the initiation or threatening of any
proceeding for such purpose. 

3.6     Updates to Prospectus. The Company shall notify
Legal Counsel and each Investor in writing of the happening of any event, as
promptly as practicable after becoming aware of such event, or the passage of
time as a result of which a Registration Statement or the prospectus included in
a Registration Statement, as then in effect, includes an untrue statement of a
material fact or an omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (provided that in no
event shall such notice contain any material non-public information), and,
subject to Section 3.16, promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission and deliver
ten (10) copies of such supplement or amendment to Legal Counsel and each
Investor (or such other number of copies as Legal Counsel or such Investor may
reasonably request). The Company shall also promptly notify Legal Counsel and
each Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Investor by facsimile
on the same day of such effectiveness and by overnight mail), (ii) of any
request by the SEC or any other federal or state government authority for
amendments or supplements to a Registration Statement or related prospectus or
related information, (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate, and
(iv) when the SEC notifies the Company whether there will be a “review” of such
Registration Statement and whenever the SEC comments in writing on any
Registration Statement (in which case the Company shall provide to each of the
Investors true and complete copies of all comments that pertain to the Investors
as a “Selling Stockholder” or to the “Plan of Distribution” and all written
responses thereto, but not information that the Company believes would
constitute material and non-public information). The Company shall notify Legal
Counsel and each Investor in writing not more than one Business Day after (x)
the Company becoming aware of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened (collectively, “Proceeding”), for
that purpose; or (y) the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose. 

3.7     Prevention of Suspension of Effectiveness. The
Company shall use commercially reasonable efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or
the suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify Legal Counsel and each Investor who
holds Registrable Securities being sold of the issuance of such order and the
resolution thereof or its receipt of notice of the initiation or threat of any
proceeding for such purpose. 

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3.8     Underwriter Status. If, after the execution of this
Agreement, the SEC informs the Company that one or more of the Investors may be
an underwriter of Registrable Securities, the Company shall not name such
Investors as Underwriters without the consent of such Investors and failing the
timely receipt of such consent, such Investor’s Registrable Securities shall be
removed from the Registration Statement. 

3.9     Confidentiality. The Company shall hold in
confidence and not make any disclosure of information concerning an Investor
provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws or Canadian Securities Laws,
(ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other order from a court
or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public. The Company agrees that it shall to
the extent lawfully possible, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake
reasonable and appropriate action to prevent disclosure of, or to obtain a
protective order for, such information. 

3.10     Listing of Registrable Securities. The Company
shall cause all of the Registrable Securities covered by a Registration
Statement to be listed on the Toronto Stock Exchange and the NYSE MKT and each
other securities exchange or automated quotation system on which securities of
the same class or series issued by the Company are then listed. The Company
shall pay all fees and expenses in connection with satisfying its obligation
under this Section 3.10. 

3.11     Certificates. The Company shall cooperate with the
Investors who hold Registrable Securities being offered and, to the extent
applicable, facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be
in such amounts as the Investors may reasonably request and registered in such
names as the Investors may request. 

3.12     Prospectus Supplements Requested by Investor. If
reasonably requested by an Investor, the Company shall, as soon as practicable
(i) incorporate in a prospectus supplement or post-effective amendment such
information as an Investor reasonably requests to be included therein relating
to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make
amendments to any Registration Statement if reasonably requested by an Investor
holding any Registrable Securities. 

3.13     Compliance with Regulations. The Company shall
otherwise use commercially reasonable efforts to comply with all applicable
rules and regulations of the SEC, the British Columbia Securities Commission,
and all other applicable regulatory authorities in connection with any
registration hereunder, including without limitation Rule 172 under the
Securities Act. Further, the Company shall notify the Investors promptly if the
Company no longer satisfies the conditions of Rule 172. 

3.14     Reporting Issuer Status. During the Initial
Registration Period and any Additional Registration Period, the Company shall
continue to be a “reporting issuer” or the equivalent thereof in good standing
under the applicable Canadian Securities Laws in each of the provinces of Canada
in which it is currently a “reporting issuer” and shall continue to be in
compliance with all applicable Canadian Securities Laws in all material respects
and will make all necessary filings (including, without limitation, the filing
of all continuous disclosure materials) required to be filed by the Company
pursuant to the Canadian Securities Laws, but will not be required to qualify
the Registrable Securities for sale in Canada. 

3.15     Confirmation of Effectiveness to Transfer Agent.
Within one Business Day after a Registration Statement that covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investors whose Registrable Securities are included in such
Registration Statement) written confirmation that such Registration Statement
has been declared effective by the SEC. 

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3.16     Disclosure Grace Period. Notwithstanding anything
to the contrary herein, at any time after the Effective Date, the Company may
delay the disclosure of material non-public information concerning the Company
the disclosure of which at the time is not, in the good faith opinion of the
Board of Directors of the Company, in the best interest of the Company and, in
the opinion of counsel to the Company, otherwise required (a “Grace
Period”); provided, that the Company shall promptly (i) notify the Investors
in writing of the existence of material non-public information giving rise to a
Grace Period (provided that in each notice the Company will not disclose the
content of such material non-public information to the Investors) and the date
on which the Grace Period will begin, (ii) use reasonable best efforts to
terminate a Grace Period as promptly as practicable, and (iii) notify the
Investors in writing of the date on which the Grace Period ends; and, provided
further, that no Grace Period shall exceed 10 consecutive days and no more than
two Grace Periods shall occur during any 365 day period and the first day of any
Grace Period must be at least two trading days after the last day of any prior
Grace Period (each, an “Allowable Grace Period”). For purposes of
determining the length of a Grace Period above, the Grace Period shall begin on
and include the date the Investors receive the notice referred to in clause (i)
and shall end on and include the later of the date the Investors receive the
notice referred to in clause (ii) and the date referred to in such notice. The
provisions of Section 2.5 hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of the Grace Period, the Company
shall again be bound by the first sentence of Section 3.6 with respect to the
information giving rise thereto unless such material non-public information is
no longer applicable. Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to deliver unlegended shares of Common Shares to
a transferee of an Investor in accordance with the terms of the Subscription
Agreements in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet
settled.

3.17     F-3 Eligibility. The Company shall use reasonable
best efforts to maintain compliance with the eligibility requirements of Form
F-3 so that such form is continuously available for the registration of the
resale of Registrable Securities during the Initial Registration Period and any
Additional Registration Period. 

ARTICLE 4 

OBLIGATIONS OF THE INVESTORS 

4.1     Information to be Included in Registration
Statement. At least five Business Days prior to the first anticipated filing
date of a Registration Statement other than the Initial Registration Statement,
the Company shall notify each Investor in writing of the information the Company
requires from each such Investor if such Investor elects to have any of such
Investor’s Registrable Securities included in such Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor furnish to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the effectiveness of the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.

4.2     Cooperation. Each Investor, by such Investor’s
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor’s election to exclude all of
such Investor’s Registrable Securities from such Registration Statement. 

4.3     Cease Disposition. Each Investor agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 3.6, such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor’s receipt of notice that the
supplemented or amended prospectus contemplated by Section 3.6 has been filed
with the SEC or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Shares to a transferee of an Investor in accordance with the terms of the Subscription
Agreements in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind
described in Section 3.6 and for which the Investor has not yet settled. For the
avoidance of doubt, each Investor may continue to resell any Registrable
Securities pursuant to Rule 144 or any other available exemption from
registration. 

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4.4     Prospectus Delivery. Each Investor covenants and
agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it or an exemption therefrom in connection with
sales of Registrable Securities pursuant to the Registration Statement. 

ARTICLE 5 

EXPENSES OF REGISTRATION 

All expenses, other than underwriting discounts and commissions
or as otherwise provided in this Agreement, incurred in connection with
registrations, filings or qualifications pursuant to Articles 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printer’s and accounting fees, and fees and disbursements of counsel for
the Company shall be paid by the Company. 

ARTICLE 6 

INDEMNIFICATION 

In the event any Registrable Securities are included in a
Registration Statement under this Agreement: 

6.1     Indemnification by Company. To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless
and defend each Investor, the directors, officers, members, partners, employees,
agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or
not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, the Canadian
Securities Laws, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement or (iv)
any violation of this Agreement (the matters in the foregoing clauses (i)
through (iv) being, collectively, “Violations”). Subject to Section 6.3,
the Company shall reimburse the Indemnified Persons, promptly as such
Indemnified Damages are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6.1: (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in strict conformity with
information furnished in writing to the Company by such Indemnified Person expressly for use in the Registration
Statement or any amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company to such Indemnified Person pursuant to
Section 3.3; and (ii) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Article 9. 

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 6.2     Indemnification by Investor. In connection
with any Registration Statement in which an Investor is participating, each such
Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6.1, the Company, each of its directors, each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the Securities Act, the Exchange Act. Canadian Securities
Laws or otherwise, insofar as such Claim or Indemnified Damages arise out of or
are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in strict conformity
with written information furnished to the Company by such Investor expressly for
use in the Registration Statement or any amendment thereof or supplement thereto
and, subject to Section 6.3, such Investor will reimburse any legal or other
expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6.2 and the agreement with respect to
contribution contained in Article 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such Investor, which consent shall not be unreasonably withheld or
delayed; provided, further, however, that the Investor shall be liable under
this Section 6.2 and/or Article 7 for only that amount of a Claim or Indemnified
Damages as does not exceed the dollar amount of the net proceeds received by
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Article 9. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6.2 with respect
to any preliminary prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented. 

6.3     Participation; Cooperation. Promptly after receipt
by an Indemnified Person or Indemnified Party under this Article 6 of notice of
the commencement of any action or proceeding (including any governmental action
or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Article 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses of not more than one counsel
for such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. In the case of an Indemnified Person, legal counsel referred to in
the proviso of the immediately preceding sentence shall be selected by the
Investors holding at least a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person that relates to such action or Claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person reasonably apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Article 6, except to the
extent that the indemnifying party is materially prejudiced in its ability to
defend such action. 

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6.4     Payment of Indemnification. The indemnification
required by this Article 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred. 

6.5     Non-Exclusive Remedy. The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law. 

ARTICLE 7 

CONTRIBUTION 

To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Article 6 to the fullest extent permitted by law; provided, however, that:
(i) no Person involved in the sale of Registrable Securities that is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (ii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
such Registration Statement. 

ARTICLE 8 

REPORTS UNDER THE EXCHANGE ACT

8.1     With a view to making available to the Investors the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration (“Rule
144”), the Company agrees to: 

(a)     make and keep public information available, as those terms
are understood and defined in Rule 144 and published interpretations of the SEC
thereon; 

(b)     file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
for so long as the filing of such reports and other documents is required for
the applicable provisions of Rule 144;

(c)     furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company, if true, that it has complied with the reporting requirements of Rule
144, the Securities Act and the Exchange Act, and (ii) such other information as
may be reasonably requested to permit the Investors to sell such securities
pursuant to Rule 144 without registration; and 

(d)     accept any Rule 144 legal opinion of counsel to the
Investor, which counsel shall be reasonably acceptable to the Company regarding
a transfer of Registrable Securities under Rule 144, or, at the Investor’s
request, cause counsel to the Company to provide any such Rule 144 legal opinion
at the Company’s expense to the extent that such Rule 144 legal opinion can
reasonably be provided by counsel to the Company. 

- E-10 - 




ARTICLE 9 

ASSIGNMENT OF REGISTRATION RIGHTS

The rights under this Agreement shall be automatically
assignable by the Investors to any transferee of all or any portion of such
Investor’s Registrable Securities if: (i) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the
applicable requirements of the Subscription Agreements, and in accordance with
all applicable securities laws. 

ARTICLE 10 

AMENDMENT OF REGISTRATION RIGHTS 

Provisions of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Required Holders. Any amendment or waiver effected in accordance with
this Article 10 shall be binding upon each Investor and the Company. No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities. If a Registration Statement does not
register all of the Registrable Securities pursuant to a waiver or amendment
done in compliance with this Article 10, then the Number of Registrable
Securities to be registered for each Investor shall be reduced pro rata among
all Investors. No consideration shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of any of this Agreement
unless the same consideration also is offered to all of the parties to this
Agreement. 

ARTICLE 11 

MISCELLANEOUS 

11.1     Holders of Record. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns or is deemed to own
of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the record owner of such
Registrable Securities. 

11.2     Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one Business Day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be: 

If to the Company:

Northern Dynasty Minerals Ltd.

15th Floor - 1040 West Georgia Street 
Vancouver, BC, Canada V6E 4H1

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


- E-11 - 




If to the Purchasers as per Schedule or
as they may notify the Company.

With courtesy copies (which shall not
be required for valid notice) to counsel:

For Company: 
McMillan LLP 
1500
1055 West Georgia Street, 
Vancouver, BC, Canada 
V6E 4N7 
Fax 604 685
7084
Attention: Bernhard Zinkhofer, Esq.(Bernhard.Zinkhofer@mcmillan.ca) 

For Investors: 
As per the
registration details contained in their Special Warrants 

If to a Purchaser, to its address and facsimile number set
forth on the Schedule of Purchasers attached hereto, with copies to such
Purchaser’s representatives as set forth on the Schedule of Purchasers, or to
such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each
other party five days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a
courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively. 

11.3     No Waiver. Failure of any party to exercise any
right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof. 

11.4     Governing Law; Waiver of Jury Trial. This
Registration Rights Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein. Each Investor hereby irrevocably attorns to the
non-exclusive jurisdiction of the courts of the Province of Ontario with respect
to any matters arising out of this Registration Rights Agreement . EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY. 

11.5     Entire Agreement. This Agreement, the Subscription
Agreements and the agreements entered into pursuant to the Subscription
Agreement and the instruments referenced herein and therein constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement, the other Transaction Documents and the instruments referenced herein
and therein supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof. 

11.6     Successors and Assigns. Subject to the requirements
of Article 9, this Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of each of the parties hereto. 

11.7     Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 

11.8     Counterparts; Facsimile Signatures. This Agreement
may be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This
Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of
the party so delivering this Agreement. 

- E-12 - 




11.9     Further Assurances; No Inconsistent Agreements.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
Neither the Company nor any of its subsidiaries (as such term is defined in the
Business Corporations Act (British Columbia)) (the “subsidiaries”)
has entered, as of the date hereof, nor shall the Company or any of the
Subsidiaries, on or after the date hereof, enter into any agreement with respect
to its securities, that would have the effect of impairing the rights granted to
the Investors in this Agreement or otherwise conflicts with the provisions
hereof. 

11.10     Required Consent. All consents and other
determinations required to be made by the Investors pursuant to this Agreement
shall be made, unless otherwise specified in this Agreement, by the Required
Holders. 

11.11     Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent and no rules of strict construction will be applied against any
party.

11.12     No Third Party Beneficiaries. This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except to the extent set forth in
Article 6. 

11.13     Several Liability. The obligations of each
Investor hereunder are several and not joint with the obligations of any other
Investor, and no provision of this Agreement is intended to confer any
obligations on any Investor vis-à-vis any other Investor. Nothing contained
herein, and no action taken by any Investor hereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity or group, or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated herein. 

[Signature Page Follows] 

- E-13 - 




IN WITNESS WHEREOF, each Purchaser and the Company have
caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above. 

	 	COMPANY: 
	 	  
	 	NORTHERN DYNASTY MINERALS LTD.
    
	 	  
	 	By: 	 
	 	 
	 		Name:  
	 	 
	 		Title:  


[Signature Page to Registration Rights Agreement] 

- E-14 - 




IN WITNESS WHEREOF, each Purchaser and the Company have
caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above. 

	 	PURCHASER: 
	 	  
	 	By: 	 
	 	 
	 	Name: 	 
	 	 
	 	Title: 	 


[Purchaser Signature Page to Registration Rights Agreement] 

- E-15 - 




SCHEDULE OF PURCHASERS 

	  	Purchaser’s Address 	Purchaser’s Representative’s
  
	  	  	Address, email 
	Purchaser Name 	and Facsimile Number and email
    	  
	  	  	and Facsimile Number
  


- E-16 - 




EXHIBIT A 

SELLING STOCKHOLDERS 

For additional information regarding the issuance of the Common
Shares, see “Private Placement of Special Warrants” above. We are registering
the shares of Common Shares in order to permit the selling stockholders to offer
the shares for resale from time to time. Except for the issuance of the Special
Warrants pursuant to the Subscription Agreements and the conversion of these
Special Warrants into Common Shares, the selling stockholders have not had any
material relationship with us within the past three years. 

The table below lists the selling stockholders and other
information regarding the beneficial ownership of the shares of Common Shares by
each of the selling stockholders. The second column lists the number of shares
of Common Shares beneficially owned by each selling stockholder, based on its
ownership of the Special Warrants issued pursuant to the Subscription Agreements
and assuming full conversion of such Special Warrants, as of __________, 2015.
The third column lists the shares of Common Shares being offered by this
prospectus by the selling stockholders. The fourth column assumes the sale of
all of the shares offered by the selling stockholders pursuant to this
prospectus. The selling stockholders may sell all, some or none of their shares
in this offering. See “Plan of Distribution.” 

	 	  	Maximum Number of 	  
	 	Number of Shares 	Shares 	  
	Name of Selling 	Beneficially Owned Prior 	to be Sold Pursuant to 	Number of Shares 
	Stockholder 	to Offering 	this Prospectus 	Owned After Offering
  


- E-17 - 




PLAN OF DISTRIBUTION 

We are registering the shares of Common Shares to permit the
resale of these shares of Common Shares by the selling stockholders from time to
time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling stockholders of the shares of Common Shares. 

The selling stockholders may sell all or a portion of the
shares of Common Shares beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents.
If the shares of Common Shares are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The shares of Common Shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of the sale, at varying prices determined at the time of sale, or at
negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions,

	 	• 	on any national securities exchange or
      quotation service on which the securities may be listed or quoted at the
      time of sale; 
	 	 	 
	 	• 	in the over-the-counter market; 
	 	 	 
	 	• 	in transactions otherwise than on these
      exchanges or systems or in the over-the-counter market; 
	 	 	 
	 	• 	through the writing of options, whether such
      options are listed on an options exchange or otherwise; 
	 	 	 
	 	• 	ordinary brokerage transactions and
      transactions in which the broker-dealer solicits purchasers; 
	 	 	 
	 	• 	block trades in which the broker-dealer will
      attempt to sell the shares as agent but may position and resell a portion
      of the block as principal to facilitate the transaction; 
	 	 	 
	 	• 	purchases by a broker-dealer as principal and
      resale by the broker-dealer for its account; 
	 	 	 
	 	• 	an exchange distribution in accordance with the
      rules of the applicable exchange; 
	 	 	 
	 	• 	privately negotiated transactions; 
	 	 	 
	 	• 	short sales; 
	 	 	 
	 	• 	sales pursuant to Rule 144; 
	 	 	 
	 	• 	broker-dealers may agree with the selling
      stockholders to sell a specified number of such shares at a stipulated
      price per share; 
	 	 	 
	 	• 	a combination of any such methods of sale; and
    
	 	 	 
	 	• 	any other method permitted pursuant to
      applicable law. 


If the selling stockholders effect such transactions by selling
shares of Common Shares to or through underwriters, broker-dealers or agents,
such underwriters, broker-dealers or agents may receive commissions in the form
of discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of Common Shares for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, broker-dealers or agents may be in
excess of those customary in the types of transactions involved). In connection
with sales of the shares of Common Shares or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares of Common Shares in the course of hedging in
positions they assume. The selling stockholders may also sell shares of Common Shares short and
deliver shares of Common Shares covered by this prospectus to close out short
positions and to return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge shares of Common Shares to
broker-dealers that in turn may sell such shares. 

- E-18 - 





The selling stockholders may pledge or grant a security
interest in some or all of the warrants or notes owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of Common Shares from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as
amended, amending, if necessary, the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer and donate the
shares of Common Shares in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus. 

At the time a particular offering of the shares of Common
Shares is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of Common Shares being offered and
the terms of the offering, including the name or names of any broker-dealers or
agents, any discounts, commissions and other terms constituting compensation
from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. 

Under the securities laws of some states, the shares of Common
Shares may be sold in such states only through registered or licensed brokers or
dealers. In addition, in some states the shares of Common Shares may not be sold
unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with. 

There can be no assurance that any selling stockholder will
sell any or all of the shares of Common Shares registered pursuant to the
registration statement, of which this prospectus forms a part. 

The selling stockholders and any other person participating in
such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the
shares of Common Shares by the selling stockholders and any other participating
person. To the extent applicable Regulation M may also restrict the ability of
any person engaged in the distribution of the shares of Common Shares to engage
in market-making activities with respect to the shares of Common Shares. All of
the foregoing may affect the marketability of the shares of Common Shares and
the ability of any person or entity to engage in market-making activities with
respect to the shares of Common Shares. 

We will pay all expenses of the registration of the shares of
Common Shares pursuant to the registration rights agreements, estimated to be $[
] in total, including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or “blue sky” laws;
provided, however, that a selling stockholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling
stockholders against liabilities, including some liabilities under the
Securities Act, in accordance with the registration rights agreements, or the
selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under
the Securities Act, that may arise from any written information furnished to us
by the selling stockholder specifically for use in this prospectus, in
accordance with the related registration rights agreements, or we may be
entitled to contribution. 

Once sold under the registration statement, of which this
prospectus forms a part, the shares of Common Shares will be freely tradable
under the Securities Act in the hands of persons other than our affiliates.


- E-19 -