Northern Dynasty Minerals Ltd. - Exhibit 10.1 - Filed by newsfilecorp.com





NORTHERN DYNASTY MINERALS LTD. 

SUBSCRIPTION AGREEMENT FOR UNITS 

U.S. DIRECT OFFERING 


	The following items in this Subscription Agreement must be
      completed (please tick applicable boxes when returning this form
      with funds): 
	 
	1. Subscribers 
	 
	[   ] Subscriber and subscription amount information
      in the boxes and signature on page 2 
	 
	[   ] Attach certified funds or draft payable to
      Northern Dynasty Minerals Ltd. or wire funds as provided below 
	 
	2. U.S. Subscribers 
	 
	[   ] Complete Schedule A – U.S. Accredited Investor
      Certificate 
	 
	Sales of the Units in the United States are limited to
      investors who qualify as “accredited investors” under Rule 501(a) of
      Regulation D of the United States Securities Act of 1933, as amended
      (“U.S. Accredited Investors”). 
	 
	No Units may be purchased under the Offering by residents of
      Canada. 



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 5:00 p.m. (Vancouver time)
on June 2, 2016 to the Company’s the contact details on
page 2. 

WIRE INSTRUCTIONS 


	  	Canadian Funds 	U.S. Funds 
	Bank Name and Address: 



	CIBC 
Commerce Place 
400 Burrard Street
      
Vancouver, BC 
V6C 3A6 	CIBC 
Commerce Place 
400 Burrard Street
      
Vancouver, BC 
V6C 3A6 
	Bank Account: 


	Bank: 010 
Branch: 00010 
Account #: 70
      10214 (CAD) 
Swift Code: CIBCCATT 	Bank: 010 
Branch: 00010 
Account #:
      03-18914 (USD) 
Swift Code: CIBCCATT 
	Beneficiary Name: 


	Northern Dynasty Minerals Ltd. 
Address:
      15th Floor – 1040 West 
Georgia Street, Vancouver 
BC V6E
      4H1 	Northern Dynasty Minerals Ltd. 
Address:
      15th Floor – 1040 West 
Georgia Street, Vancouver 
BC V6E
      4H1 



The Company (has filed a registration statement (including a
prospectus) and a prospectus supplement with the United States Securities
and Exchange Commission (“SEC”) for the offering to which this Subscription
Agreement relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Company has filed with the SEC
for more complete information about the Company and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the Company will arrange to send you the prospectus, as
supplemented. See contact information on page 2. 

- 1 - 




SUBSCRIPTION AGREEMENT FOR UNITS 

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

The undersigned (the “Subscriber”) hereby subscribes for
and agrees to purchase the number of units (the “Units”) of the Company
as set forth below for the aggregate subscription price set forth below (the
“Aggregate Subscription Price”), upon and subject to the terms and
conditions set forth herein. Each Unit consists of one common share of the
Company (a “Unit Share”) and one common share purchase warrant of the
Company (a “Warrant”). Each Warrant will entitle the holder thereof to
purchase one common share of the Company (a “Warrant Share”) at an
exercise price of CDN$0.65 per Warrant Share for a period of five years from the
closing of the Offering. Please print or type all information. This
subscription is irrevocable unless Closing does not occur by July 31, 2016.



	Subscription Price 	Confirm Currency of Payment 
	CDN$0.45 per Unit 	 
    _______________________________________
	US$0.347 per Unit 	 
    _______________________________________




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




	Pre-Existing Relationship 	Name of Officer or Director 
	The Subscriber or Designated Purchaser has a
      pre-existing relationship with the following officer/ director of the
      Company: 	______________________________________



The above Subscriber hereby executes and tenders this
Subscription Agreement to the Company on the terms and conditions hereof.

		 	Date
    ___________________________________________
	Signature of Subscriber 	 	 


- 2 - 




The Company is hereby directed to issue and register any
certificates representing the Units 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 Units as set forth above on the terms and conditions contained in this
Subscription Agreement. 

Dated _______________________, 2016. 

NORTHERN DYNASTY MINERALS LTD. 

Per:     
___________________________________________
            
Authorized Signatory 


For delivery of Subscription documents and assistance with
forms: 

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

- 3 - 





TERMS AND CONDITIONS 

	1. 	
      Definitions. In this Subscription Agreement,
      unless the context otherwise requires:

	 	 	 
		(a) 	
      “Canadian Prospectus” means the Company’s
      prospectus supplement dated May 26, 2016 with respect to the Offering, as
      filed with the Securities Commissions on May 26, 2016, together with the
      Company’s base shelf prospectus dated March 7, 2016;

	 	 	
       

		(b) 	
      “Closing” means a completion of the issue and sale
      by the Company and the purchase by the Subscriber of Units pursuant to
      this Subscription Agreement;

	 	 	
       

		(c) 	
      “Closing Date” means the date for the Closing as
      determined by the Company on or about June 10, 2016 or such later date as
      the Company may determine;

	 	 	
       

		(d) 	
      “Common Shares” means common shares without par
      value in the capital of the Company;

	 	 	
       

		(e) 	
      “Company” means Northern Dynasty Minerals Ltd., a
      British Columbia, Canada corporation;

	 	 	
       

		(f) 	
      “Computershare” means Computershare Trust Company
      of Canada;

	 	 	
       

		(g) 	
      “Designated Provinces” means each of the Provinces
      of British Columbia, Alberta and Ontario;

	 	 	
       

		(h) 	
      “International Jurisdiction” means a country other
      than Canada or the United States;

	 	 	
       

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

	 	 	
       

		(j) 	
      “Offering” means the offering of the Units
      pursuant to the Canadian Prospectus and the U. S. Prospectus;

	 	 	
       

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

	 	 	
       

		(l) 	
      “Securities” means the Units, the Unit Shares, the
      Warrants and the Warrant Shares;

	 	 	
       

		(m) 	
      “Securities Commissions” means, collectively, the
      Canadian securities commissions in each of the Designated
  Provinces;

	 	 	
       

		(n) 	
      “Securities Laws” means the securities laws,
      regulations, rules, and instruments adopted by the securities regulator as
      applicable in each Designated Province, the United States and the policies
      of the TSX and NYSE MKT, including, without limitation, the U.S.
      Securities Act;

	 	 	
       

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

	 	 	
       

		(p) 	
      “Units” means units offered by the Company in
      connection with the Offering, each of which will be comprised of one Unit
      Share and one Warrant;

	 	 	
       

		(q) 	
      “Unit Share” means each Common Share of the
      Company forming part of a Unit;

	 	 	
       

		(r) 	
      “U.S. Accredited Investor” means a person which
      qualifies as an “accredited investor” under Rule 501(a) of Regulation D of
      the U.S. Securities Act;

	 	 	
       

		(s) 	
      “U.S. Accredited Investor Certificate” means the
      U.S. Accredited Investor Certificate attached hereto as Schedule A to be
      used by Subscribers to confirm their qualification as U. S. Accredited
      Investors;



- 4 - 





	 	(t) 	
      “U.S. Person” means a “U.S. Person” as defined in
      Rule 902(k) of Regulation S of the U.S. Securities act;

	 	 	 
	 	(u) 	
      “U.S. Prospectus” means the Company’s prospectus
      supplement dated May 26, 2016 with respect to the Offering, as filed with
      the SEC on May 26, 2016, together with the Company’s base shelf prospectus
      dated March 30, 2016 filed pursuant to the U.S. Registration
    Statement;

	 	 	 
	 	(v) 	
      “U.S. Registration Statement” means the Company’s
      registration statement on Form F- 3, originally filed on March 3, 2016 and
      amended on March 22, 2016, as declared effective by the SEC on March 30,
      2016; and

	 	 	 
	 	(v) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(w) 	
      “Warrant” means each Common Share purchase warrant
      comprising a portion of each Unit, each of which will entitle the holder
      to purchase one Warrant Share for a period of five years following the
      Closing Date at an exercise price of CDN$0.65 per Warrant Share in
      accordance with the terms and conditions of the Warrant
  Indenture;

	 	 	 
	 	(x) 	
      “Warrant Indenture” means the warrant indenture to
      be entered into between the Company and Computershare at or prior to the
      Closing Date which will govern and set forth the terms and conditions of
      the Warrants;

	 	 	 
	 	(y) 	
      “Warrant Share” means each Common Share issuable
      upon exercise of a Warrant.




	2. 	
      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 Units
      set out on page 2 hereof at the Subscription Price and in the currency set
      forth on page 2 hereof, all on the terms and subject to the conditions set
      forth in this Subscription Agreement. The Subscriber acknowledges that the
      Units such Subscriber is purchasing are part of a larger offering by the
      Company of up to CDN$1.0 million of Units in connection with the Offering,
      as described in the Canadian Prospectus and the U.S. Prospectus, which is
      being conducted concurrently with and independently of an additional
      CDN$14.0 million offering of Units (the “Concurrent Offering”). The
      Subscriber’s subscription is irrevocable, provided that Closing will be
      subject to satisfaction of the conditions to Closing set forth in Section
      8 of this Agreement.

	 	 
	3. 	
      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 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 certificates representing the Unit Shares and the
      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 Units 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 Units that is not
      accepted will be promptly delivered to the Subscriber without
    interest.

	 	 
	4. 	
      Delivery of Closing Documentation. The Subscriber
      agrees that the relevant documents noted on the cover page hereof must be
      delivered to the Company by June 2, 2016 by 5:00 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.



- 5 - 





	5. 	
      Closing. Closing means the issuance of the
      certificates representing the Unit Shares and Warrants comprising the
      purchased Units 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 June 10, 2016
      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 the certificates representing
      the Unit Shares and the Warrants comprising the Units in the name of the
      Subscriber and will deliver such certificates to the Subscriber within a
      reasonable period thereafter. All Warrants will be issued pursuant to and
      be governed by the Warrant Indenture. 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 July 31, 2016, 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 Units, without interest, to the Subscriber.

	 	
       
	
       
	
       

	6. 	
      Representations and Warranties of the Subscriber.
      The Subscriber hereby represents and warrants to the Company, which
      representations and warranties will be true and correct at date of this
      Agreement and as at the Closing Time, as follows and acknowledges that the
      Company is relying thereon in completing the sale of the Units to the
      Subscriber:

	 	 	 	 
		(a) 	
      the Subscriber has received a copy of each of the
      Canadian Prospectus and the U.S. Prospectus prior to execution of this
      Subscription Agreement and has had full opportunity to discuss these
      prospectuses with the Subscriber’s legal, tax and financial
    advisors;

	 	 	
       

		(b) 	
      the Subscriber has a substantial pre-existing
      relationship with the director and/ or officer of the Company as indicated
      on page 2 hereof;

	 	 	
       

		(c) 	
      if the Subscriber is a U.S. Person or resident in the
      United States, the Subscriber is a U. S. Accredited Investor by virtue of
      satisfying one or more of the criteria set forth in the U. S. Accredited
      Investor Certificate completed by the Subscriber and delivered to the
      Company concurrently with the execution of this Subscription
    Agreement;

	 	 	
       

		(d) 	
      the Subscriber is purchasing such Units for the account
      of the Subscriber and not for the benefit of any other person, except to
      the extent indicated with respect to any Disclosed Principal or Beneficial
      Purchaser;

	 	 	
       

		(e) 	
      the Subscriber is not a resident of Canada;

	 	 	
       

		(f) 	
      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 Units and has reviewed and
      considered the risk factors set forth in each of the Canadian Prospectus
      and the U.S. Prospectus;

	 	 	
       

		(g) 	
      the Subscriber acknowledges that notwithstanding that the
      Canadian Prospectus and the U. S. Prospectus have been filed in connection
      with the Units, no securities commission or similar regulatory authority
      in Canada or the United States has approved or passed on the merits of the
      Securities and there is no government or other insurance covering the
      Securities;

	 	 	
       

		(h) 	
      the Subscriber acknowledges that there is no minimum
      subscription amount required under the Offering or the Concurrent Offering
      and, accordingly, (i) the Subscriber’s subscription under this Agreement
      will not be contingent upon the completion of any other subscriptions for
      Units in connection with either the Offering or the Concurrent Offering,
      and (ii) there is no assurance as to the amount of funds that the Company
      will raise in connection with the Offering and the Concurrent
    Offering;



- 6 - 





	 	(i) 	
      the Subscriber is authorized to consummate the purchase
      of the Units;

	 	 	 
	 	(j) 	
      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;

	 	 	 
	 	(k) 	
      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;

	 	 	 
	 	(l) 	
      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;

	 	 	 
	 	(m) 	
      the Subscriber has relied only upon publicly available
      information relating to the Company, including the information set forth
      in the Canadian Prospectus and the U.S. Prospectus, in determining to
      purchase the Units 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;

	 	 	 
	 	(n) 	
      no person has made any written or oral representation to
      the Subscriber that any person will re-sell or re-purchase the Units, or
      refund any of the purchase price of the Units and no person has given any
      representation or undertaking to the Subscriber relating to the future
      value or price of any of the Securities;

	 	 	 
	 	(o) 	
      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;

	 	 	 
	 	(p) 	
      the Subscriber 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;

	 	 	 
	 	(q) 	
      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 Units 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 Units as may be required by applicable
      Securities Laws or by any securities regulatory authority or stock
      exchange or other regulatory authority;

	 	 	 
	 	(r) 	
      the Subscriber acknowledges that its subscription
      requires acceptance by the Company and the approval of the TSX and NYSE
      MKT and, if required by the TSX and NYSE MKT in respect of their approval
      of the Offering, the Subscriber will promptly and accurately complete and
      submit any customary investor questionnaire or personal information form
      required by any regulatory authority;

	 	 	 
	 	(s) 	
      if the Subscriber is acting as trustee, agent,
      representative or nominee for a beneficial purchaser, including a
      Disclosed Principal (a “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. If the
      Subscriber is contracting hereunder as trustee, agent, representative or
      nominee for one or more Beneficial Purchasers, the Subscriber agrees to
      provide a U.S. Accredited Investor Certificate for each Beneficial
      Purchaser. 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 Units;



- 7 - 





	 	(t) 	
      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 Units 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;

	 	 	 
	 	(u) 	
      the Subscriber, if resident in an International
      Jurisdiction, further acknowledges, represents, warrants and covenants to
      and with the Company that, as at the date given above and at
    Closing:





	 	(i) 	
      the Subscriber is knowledgeable of, or has been
      independently advised as to, the securities laws of the International
      Jurisdiction (“International Securities Laws”), being defined
      herein to mean, in respect of each and every offer or sale of Units, any
      securities laws having application to the Subscriber and the Offering
      other than the laws of Canada and the United States and all regulatory
      notices, orders, rules, regulations, policies and other instruments
      incidental thereto;

	 	 	 
	 	(ii) 	
      the Subscriber is purchasing the Units pursuant to
      exemptions from any prospectus, registration or similar requirements under
      the International Securities Laws or, if such is not applicable, the
      Subscriber is permitted to purchase the Units under the International
      Securities Laws without the need to rely on exemptions;

	 	 	 
	 	(iii) 	
      the International Securities Laws do not 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 in connection with the transactions contemplated herein;
      and

	 	 	 
	 	(iv) 	
      the subscription for the Units by the Subscriber does not
      contravene any of the International Securities Laws applicable to the
      Subscriber and the Company and does not trigger any obligation to prepare
      and file a prospectus, registration statement or similar document, or any
      other report with respect to such purchase or to register the Units or the
      Securities or to be registered with any governmental or regulatory
      authority,




	 		
      and the Subscriber will, if requested by the Company,
      deliver to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      paragraphs iii and iv above to the satisfaction of the Company, acting
      reasonably;

	 	 	 
	 	(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; and



- 8 - 





	 	(w) 	
      it agrees that by accepting certificates representing the
      Unit Shares and the Warrants it shall be representing and warranting that
      the representations and warranties contained herein 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
      Units and shall continue in full force and effect notwithstanding any
      subsequent disposition by it of such
Securities.





	7. 	
      Conditions of Closing. Any obligation of the
      Company to sell, and the Subscriber to purchase, the Units 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 having obtained TSX and NYSE MKT conditional
      approval for the Offering, including the listing of the Unit Shares and
      Warrant Shares on the TSX and the NYSE MKT and the listing of the Warrants
      on the TSX; and

	 	 	 
		(d) 	
      the Subscriber having executed and delivered all
      requisite documentation as required by this Subscription Agreement and
      applicable Securities Laws.




	8. 	
      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 Units being purchased hereunder and the
      total purchase price as well as the Closing Date may be disclosed to
      securities regulators in the selling jurisdictions including the British
      Columbia Securities Commission and the Ontario Securities Commission, and
      such information is being indirectly collected by such securities
      regulatory authorities, including the British Columbia Securities
      Commission and 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 British Columbia Securities
      Commission and 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.

	 	 
	9. 	
      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.

	 	 
	10. 	
      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 permitted
      assigns; provided that this Subscription Agreement shall not be assignable
      by any party without the prior written consent of the other
  party.

	 	 
	11. 	
      Survival. This Subscription Agreement, including
      without limitation the representations, warranties and covenants contained
      herein and in each 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 Units by the Subscriber pursuant hereto, or the subsequent
  disposition of any of the Securities by the Subscriber.



- 9 - 





	12. 	
      Governing Law. This Subscription Agreement shall
      be governed by and construed in accordance with the laws of the Province
      of British Columbia 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 British Columbia with respect to any matters
      arising out of this Subscription Agreement.

	 	 
	13. 	
      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.

	 	 
	14. 	
      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.

	 	 
	15. 	
      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.

	 	 
	16. 	
      Further Assurances. The Subscriber wil 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.

	 	 
	17. 	
      Expenses. Each party will pay its own expenses in
      connection with this Subscription Agreement.



balance of page left intentionally blank 

- 10 - 




SCHEDULE A 

U.S. ACCREDITED INVESTOR CERTIFICATE 

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


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

	     Initials 	  
	  	  
	1. ______________	
      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 

	  	     
	2. ______________	
      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

	 	 	 
	 	(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




	3. ______________	
      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 

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

	  	     
	5. ______________	
      Any entity in which all of the equity owners meet the
      requirements of at least one of the above categories (if this
      alternative is checked, you must identify each equity owner and provide
      statements signed by each demonstrating how each qualifies as an
      accredited investor). 



ALL U.S. PURCHASERS NEED COMPLETE AND SIGN 

Dated _______________2016. 

	 	X 
	 	Signature of Subscriber or Authorized Signatory
    
	 	 
	 	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) 


- B-1 -