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







	NORTHERN DYNASTY MINERALS LTD. 
	 
	as the Corporation 
	 
	 
	 
	and 
	 
	 
	 
	COMPUTERSHARE TRUST COMPANY OF CANADA 
	 
	as the Warrant Agent 
	 
	 
	 
	 
	  
	  
	WARRANT INDENTURE 
	Providing for the Issue of Warrants 
	 
	 
	Dated as of June 10, 2016 







	TABLE OF CONTENTS 
	               
                         
                         
                         
                         
                         
                         
       Page No. 
	ARTICLE 1 
	INTERPRETATION 



	Section
      1.1 	Definitions
      	2
      
	Section
      1.2 	Gender
      and Number. 	6
      
	Section
      1.3 	Headings,
      Etc. 	7
      
	Section
      1.4 	Day
      not a Business Day. 	7
      
	Section
      1.5 	Time
      of the Essence. 	7
      
	Section
      1.6 	Monetary
      References. 	7
      
	Section
      1.7 	Applicable
      Law. 	7
      


ARTICLE 2 
ISSUE OF WARRANTS 

	Section
      2.1 	Creation
      and Issue of Warrants. 	7
      
	Section
      2.2 	Terms
      of Warrants. 	8
      
	Section
      2.3 	Warrantholder
      not a Shareholder. 	8
      
	Section
      2.4 	Warrants
      to Rank Pari Passu. 	8
      
	Section
      2.5 	Form
      of Warrants, Certificated Warrants. 	8
      
	Section
      2.6 	Book
      Based Warrants. 	9
      
	Section
      2.7 	Warrant
      Certificate. 	11
      
	Section
      2.8 	Legends
      	13
      
	Section
      2.9 	Warrant
      Register 	14
      
	Section
      2.10 	Issue
      in Substitution for Warrant Certificates Lost, etc. 	15
      
	Section
      2.11 	Exchange
      of Warrant Certificates. 	16
      
	Section
      2.12 	Transfer
      and Ownership of Warrants. 	16
      
	Section
      2.13 	Cancellation
      of Surrendered Warrants. 	17
      


ARTICLE 3 
EXERCISE OF WARRANTS 

	Section
      3.1 	Right
      of Exercise. 	17
      
	Section
      3.2 	Warrant
      Exercise. 	18
      
	Section
      3.3 	Restrictions
      on Exercise by U.S. Persons; Legended Certificates 	21
      
	Section
      3.4 	Transfer
      Fees and Taxes. 	23
      
	Section
      3.5 	Warrant
      Agency. 	23
      
	Section
      3.6 	Effect
      of Exercise of Warrant Certificates. 	24
      
	Section
      3.7 	Partial
      Exercise of Warrants; Fractions. 	24
      
	Section
      3.8 	Expiration
      of Warrants. 	25
      
	Section
      3.9 	Accounting
      and Recording. 	25
      
	Section
      3.10 	Securities
      Restrictions. 	25
      







	TABLE OF CONTENTS 
	(continued) 
	  
	Page No. 
	  
	ARTICLE 4 
	ADJUSTMENT OF NUMBER OF COMMON SHARES 
	AND EXERCISE PRICE 



	Section 4.1 	Adjustment
      of Number of Common Shares and Exercise Price. 	26

	Section 4.2 	Entitlement to Common Shares
      on Exercise of Warrant. 	31 
	Section 4.3 	No
      Adjustment for Certain Transactions. 	31

	Section 4.4 	Determination by Independent
      Firm. 	32 
	Section 4.5 	Proceedings
      Prior to any Action Requiring Adjustment. 	32

	Section 4.6 	Certificate of Adjustment.
      	32 
	Section 4.7 	Notice of
      Special Matters. 	32

	Section 4.8 	No Action after Notice.
    	33 
	Section 4.9 	Other
      Action. 	33

	Section 4.10 	Protection of Warrant Agent.
      	33 
	Section 4.11 	Participation by Warrantholder. 	34
  


ARTICLE 5 
RIGHTS OF THE CORPORATION AND
COVENANTS 

	Section 5.1 	Optional
      Purchases by the Corporation. 	34

	Section 5.2 	General Covenants. 	34 
	Section 5.3 	Warrant
      Agent’s Remuneration and Expenses. 	36

	Section 5.4 	Performance of Covenants by
      Warrant Agent. 	36 
	Section 5.5 	Enforceability of Warrants. 	36
  


ARTICLE 6 
ENFORCEMENT 

	Section 6.1 	Suits by
      Registered Warrantholders. 	37

	Section 6.2 	Suits by the Corporation.
      	37 
	Section 6.3 	Immunity of
      Shareholders, etc. 	37

	Section 6.4 	Waiver of Default. 	37




	ARTICLE 7 
	MEETINGS OF REGISTERED WARRANTHOLDERS
  



	Section 7.1 	Right to
      Convene Meetings. 	38

	Section 7.2 	Notice 	38 
	Section 7.3 	Chairman
    	38

	Section 7.4 	Quorum. 	39 
	Section 7.5 	Power to
      Adjourn. 	39

	Section 7.6 	Show of Hands. 	39 
	Section 7.7 	Poll and
      Voting. 	40

	Section 7.8 	Regulations. 	40 


- ii - 




TABLE OF CONTENTS 
(continued) 

	 	 	Page No. 
	 	 	
	Section 7.9 	Corporation
      and Warrant Agent May be Represented. 	40
  
	Section 7.10 	Powers Exercisable by
      Extraordinary Resolution. 	41 
	Section 7.11 	Meaning of
      Extraordinary Resolution. 	42
  
	Section 7.12 	Powers Cumulative. 	43 
	Section 7.13 	Minutes
    	43
  
	Section 7.14 	Instruments in Writing.
    	43 
	Section 7.15 	Binding
      Effect of Resolutions. 	44
  
	Section 7.16 	Holdings by Corporation
      Disregarded. 	44 


ARTICLE 8 
SUPPLEMENTAL INDENTURES 

	Section 8.1 	Provision
      for Supplemental Indentures for Certain Purposes. 	44

	Section 8.2 	Successor Entities. 	45 


ARTICLE 9 
CONCERNING THE WARRANT AGENT 

	Section 9.1 	Trust
      Indenture Legislation. 	46

	Section 9.2 	Rights and Duties of Warrant
      Agent. 	46 
	Section 9.3 	Evidence,
      Experts and Advisers. 	47

	Section 9.4 	Documents, Monies, etc. Held
      by Warrant Agent. 	48 
	Section 9.5 	Actions by
      Warrant Agent to Protect Interest. 	48

	Section 9.6 	Warrant Agent Not Required
      to Give Security. 	49 
	Section 9.7 	Protection
      of Warrant Agent. 	49

	Section 9.8 	Replacement of Warrant
      Agent; Successor by Merger. 	50 
	Section 9.9 	Acceptance
      of Agency 	51

	Section 9.10 	Warrant Agent Not to be
      Appointed Receiver. 	51 
	Section 9.11 	Warrant
      Agent Not Required to Give Notice of Default. 	51

	Section 9.12 	Anti-Money Laundering.
    	52 
	Section 9.13 	Compliance
      with Privacy Code. 	52

	Section 9.14 	Securities Exchange
      Commission Certification. 	53 


ARTICLE 10 
GENERAL 

	Section
      10.1 	Notice
      to the Corporation and the Warrant Agent. 	54
      
	Section
      10.2 	Notice
      to Registered Warrantholders. 	55
      
	Section
      10.3 	Ownership
      of Warrants. 	55
      
	Section
      10.4 	Counterparts
      	56
      
	Section
      10.5 	Satisfaction
      and Discharge of Indenture 	56
      
	Section
      10.6 	Provisions
      of Indenture and Warrants for the Sole Benefit of Parties and Registered
      Warrantholders. 	56


- iii - 




TABLE OF CONTENTS 
(continued) 

	 	 	Page No. 
	 	 	 
	Section
      10.7 	Common
      Shares or Warrants Owned by the Corporation or its Subsidiaries -
      Certificate to be Provided. 	57
      
	Section
      10.8 	Severability
      	57
      
	Section
      10.9 	Force
      Majeure 	57
      
	Section
      10.10 	Assignment,
      Successors and Assigns 	57
      
	Section
      10.11 	Rights
      of Rescission and Withdrawal for Holders 	58
      


SCHEDULES 

	SCHEDULE “A” 
	FORM OF WARRANT 
	SCHEDULE “B” 
	EXERCISE FORM 
	SCHEDULE “C” 
	FORM OF DECLARATION FOR REMOVAL OF LEGEND 
	SCHEDULE “D” 
	FORM OF U.S. PURCHASER’S LETTER UPON EXERCISE OF WARRANTS
    


- iv - 




WARRANT INDENTURE 

THIS WARRANT INDENTURE is dated as of June 10, 2016.

BETWEEN:

NORTHERN DYNASTY MINERALS
LTD., a corporation incorporated under the laws of the Province of British
Columbia and includes any successor corporation (hereinafter referred to as the
“Corporation”), 

- and - 

COMPUTERSHARE TRUST COMPANY OF
CANADA, a trust company existing under the laws of Canada and authorized to
carry on business in all provinces of Canada (the “Warrant Agent”)


WHEREAS the
Corporation is proposing to issue up to 38,000,000 Warrants (as defined herein)
pursuant to this Indenture (as defined herein); 

AND WHEREAS
pursuant to this Indenture, each Warrant shall, subject to adjustment,
entitle the holder thereof to acquire one (1) Common Share (as defined herein)
upon payment of the Exercise Price (as defined herein) upon the terms and
conditions herein set forth; 

AND WHEREAS as
of the date hereof, the Corporation has an effective Registration Statement (as
defined below) under the U.S. Securities Act (as defined below) and has filed
with the SEC (as defined below) the Base Shelf Prospectus (as defined below) and
a Prospectus Supplement (as defined below) registering the issuance of the
Common Shares and the Warrants pursuant to the Registration Statement; 

AND WHEREAS all
acts and deeds necessary have been done and performed to make the Warrants, when
created and issued as provided in this Indenture, legal, valid and binding upon
the Corporation with the benefits of and subject to the terms of this Indenture;


AND WHEREAS the
foregoing recitals are made as representations and statements of fact by the
Corporation and not by the Warrant Agent; 

NOW THEREFORE,
in consideration of the premises and mutual covenants hereinafter contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Corporation hereby appoints the Warrant Agent as
warrant agent to hold the rights, interests and benefits contained herein for
and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties
hereto agree as follows: 




- 2 -

ARTICLE 1 
INTERPRETATION 

	Section 1.1 	Definitions. 


In this Indenture, including the
recitals and schedules hereto, and in all indentures supplemental hereto: 

“Adjustment Period” means the period from the Effective
Date up to and including the Expiry Time; 

“Applicable Legislation” means any statute of Canada or
a province thereof, and the regulations under any such named or other statute,
relating to warrant indentures or to the rights, duties and obligations of
warrant agents under warrant indentures, to the extent that such provisions are
at the time in force and applicable to this Indenture; 

“Auditors” means Deloitte LLP or such other firm of
chartered accountants duly appointed as auditors of the Corporation, from time
to time; 

“Authenticated” means (a) with respect to the issuance
of a Warrant Certificate, one which has been duly signed by the Corporation and
authenticated by manual signature of an authorized officer of the Warrant Agent,
(b) with respect to the issuance of an Uncertificated Warrant, one in respect of
which the Warrant Agent has completed all Internal Procedures such that the
particulars of such Uncertificated Warrant as required by Section 2.7 are
entered in the register of holders of Warrants, “Authenticate”,
“Authenticating” and “Authentication” have the appropriate
correlative meanings; 

“Base Shelf Prospectus” means the base shelf prospectus
filed by the Company with the SEC pursuant to Section 424(b) of the U.S.
Securities Act on March 31, 2016; 

“Book Based Participants” means institutions that
participate directly or indirectly in the Depository’s book based registration
system for the Warrants; 

“Book Based Warrants” means Warrants that are to be held
only by or on behalf of the Depository; 

“Business Day” means any day other than Saturday, Sunday
or a statutory or civic holiday, or any other day on which banks are not open
for business in the City of Vancouver, Province of British Columbia, and shall
be a day on which the Exchange is open for trading;




- 3 - 

“CDS Global Warrants” means Warrants representing all or
a portion of the aggregate number of Warrants issued in the name of the
Depository represented by an Uncertificated Warrant, or if requested by the
Depository or the Corporation, by a Warrant Certificate 

“Certificated Warrant” means a Warrant evidenced by a
writing or writings substantially in the form of Schedule “A”, attached hereto;


“Common Shares” means, subject to Article 4, fully paid
and non-assessable common shares of the Corporation as presently constituted;


“Counsel” means a barrister and/or solicitor or a firm
of barristers and/or solicitors retained by the Warrant Agent or retained by the
Corporation, which may or may not be counsel for the Corporation; 

“Current Market Price” of the Common Shares at any date
means the weighted average of the trading price per Common Share for such Common
Shares for each day there was a closing price for the twenty (20) consecutive
Trading Days ending five (5) days prior to such date on the Exchange or if on
such date the Common Shares are not listed on the Exchange, on such stock
exchange upon which such Common Shares are listed and as selected by the
directors, or, if such Common Shares are not listed on any stock exchange then
on such over-the-counter market as may be selected for such purpose by the
directors of the Corporation; 

“Depository” means CDS Clearing and Depository Services
Inc. or such other person as is designated in writing by the Corporation to act
as depository in respect of the Warrants; 

“Dividends” means any dividends paid by the Corporation;


“Effective Date” means the date of this Indenture; 

“Exchange” means the Toronto Stock Exchange; 

“Exchange Rate” means the number of Common Shares
subject to the right of purchase under each Warrant; 

“Exercise Date” means, in relation to a Warrant, the
Business Day on which such Warrant is validly exercised or deemed to be validly
exercised in accordance with Article 3 hereof; 

“Exercise Notice” has the meaning set forth in Section
3.2(1); 

“Exercise Price” at any time means the price at which a
whole Common Share may be purchased by the exercise of a whole Warrant, which is
initially $0.65 per Common Share, payable in immediately available Canadian funds,
subject to adjustment in accordance with the provisions of Section 4.1; 




- 4 -

“Expiry Date” means June 10, 2021; 

“Expiry Time” means 4:30 p.m. (EST) on the Expiry Date;


“Extraordinary Resolution” has the meaning set forth in
Section 7.11(1); 

“Internal Procedures” means in respect of the making of
any one or more entries to, changes in or deletions of any one or more entries
in the register at any time (including without limitation, original issuance or
registration of transfer of ownership) the minimum number of the Warrant Agent’s
internal procedures customary at such time for the entry, change or deletion
made to be complete under the operating procedures followed at the time by the
Warrant Agent, it being understood that neither preparation and issuance shall
constitute part of such procedures for any purpose of this definition; 

“Initial Registration Statement” means the Registration
Statement of the Company on Form F-3 dated March 3, 2016 and amended March 21,
2016, filed under the U.S. Securities Act which was declared effective by the
SEC on March 30, 2016 and which will expire on March 30, 2019, or such earlier
date as withdrawn by the Company, relating to, among other things, the
registration of the Common Shares issuable upon exercise of the Warrants; 

“Issue Date” means June 10, 2016; 

“person” means an individual, body corporate,
partnership, trust, warrant agent, executor, administrator, legal representative
or any unincorporated organization; 

“Prospectus Supplement” means the prospectus supplement
filed by the Company with the SEC pursuant to Section 424(b) of the U.S.
Securities Act on May 26, 2016 with respect to the registration of, among other
things, the Common Shares issuable upon exercise of the Warrants; 

“Qualified Institutional Buyer” means a “qualified
institutional buyer” as defined under Rule 144A of the U.S. Securities Act;


“Registered Warrantholders” means the persons who are
registered owners of Warrants as such names appear on the register, and for
greater certainty, shall include the Depository as well as the holders of
Uncertificated Warrants appearing on the register of the Warrant Agent; 

“Registration Statement” means the Initial Registration
Statement and, upon such Initial Registration Statement ceasing to be effective
for any reason, any future registration statement filed by the Company with the SEC under
the U.S. Securities Act and relevant prospectus and/or prospectus supplement
relating to the registration of the Common Shares issuable upon exercise of the
Warrants; 




- 5 -

“Regulation D” means Regulation D as promulgated by the
  United States Securities and Exchange Commission under the U.S. Securities Act;


“Regulation S” means Regulation S as promulgated by the
United States Securities and Exchange Commission under the U.S. Securities Act;


“Shareholders” means holders of Common Shares; 

“Tax Act” means the Income Tax Act (Canada) and
the regulations thereunder; 

“this Warrant Indenture”, “this Indenture”,
“this Agreement”, “hereto” “herein”, “hereby”,
“hereof” and similar expressions mean and refer to this Indenture and any
indenture, deed or instrument supplemental hereto; and the expressions
“Article”, “Section”, “subsection” and “paragraph”
followed by a number, letter or both mean and refer to the specified article,
section, subsection or paragraph of this Indenture; 

“Trading Day” means, with respect to the Exchange, a day
on which such exchange is open for the transaction of business and with respect
to another exchange or an over-the-counter market means a day on which such
exchange or market is open for the transaction of business; 

“Uncertificated Warrant” means any Warrant which is not
a Certificated Warrant; 

“United States” means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia; 

“U.S. Exchange Act” means the United States Securities
Exchange Act of 1934, as amended; 

“U.S. Person” has the meaning set forth in Rule 902(k)
of Regulation S; 

“U.S. Purchaser Letter” means the U.S. Purchaser letter
in substantially the form attached hereto as Schedule “D”; 

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

“U.S. Warrantholder” means any Warrantholder that is a
U.S. Person, or acquired Warrants in the United States or for the account or
benefit of any U.S. Person or Person in the United States; 




- 6 - 

“Warrant Agency” means the principal office of the
Warrant Agent in the City of Vancouver or Toronto or such other place as may be
designated in accordance with Section 3.5; 

“Warrant Agent” means Computershare Trust Company of
Canada, in its capacity as warrant agent of the Warrants, or its successors from
time to time; 

“Warrant Certificate” means a certificate, substantially
in the form set forth in Schedule “A” hereto, to evidence those Warrants that
will be evidenced by a certificate; 

“Warrantholders”, or “holders” without reference
to Warrants, means the warrantholders as and in respect of Warrants registered
in the name of the Depository and includes owners of Warrants who beneficially
hold securities entitlements in respect of the Warrants through a Book Based
Participant or means, at a particular time, the persons entered in the Warrant
Register hereinafter mentioned as holders of Warrants outstanding at such time;


“Warrantholders’ Request” means an instrument signed in
one or more counterparts by Registered Warrantholders entitled to acquire in the
aggregate not less than 50% of the aggregate number of Common Shares which could
be acquired pursuant to all Warrants then unexercised and outstanding,
requesting the Warrant Agent to take some action or proceeding specified
therein; and “written order of the Corporation”, “written request of
the Corporation”, “written consent of the “Corporation” and
“certificate of the Corporation” mean, respectively, a written order,
request, consent and certificate signed in the name of the Corporation by any
director or officer of the Corporation and may consist of one or more
instruments so executed; 

“Warrant Register” means the register to be maintained
by the Warrant Agent pursuant to Section 2.9; and 

“Warrants” means the Common Share purchase warrants
created by and authorized by and issuable under this Indenture, to be issued and
countersigned hereunder as a Certificated Warrant and /or Uncertificated Warrant
held through the book based registration system on a no certificate issued
basis, entitling the holder or holders thereof to purchase up to one (1) Common
Share (subject to adjustment as herein provided) at the Exercise Price prior to
the Expiry Time and, where the context so requires, also means the warrants
issued and Authenticated hereunder, whether by way of Warrant Certificate or
Uncertificated Warrant. 

	Section 1.2 	Gender and Number. 


Words importing the singular
number or masculine gender shall include the plural number or the feminine or
neuter genders, and vice versa. 




- 7 - 

	Section 1.3 	Headings, Etc. 


The division of this Indenture
into Articles and Sections, the provision of a Table of Contents and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Indenture or of the Warrants. 

	Section 1.4 	Day not a Business Day.



If any day on or before which any
action or notice is required to be taken or given hereunder is not a Business
Day, then such action or notice shall be required to be taken or given on or
before the requisite time on the next succeeding day that is a Business Day.


	Section 1.5 	Time of the Essence.



Time shall be of the essence of
this Indenture. 

	Section 1.6 	Monetary References.



Whenever any amounts of money are
referred to herein, such amounts shall be deemed to be in lawful money of Canada
unless otherwise expressed. 

	Section 1.7 	Applicable Law. 


This Indenture, the Warrants, the
Warrant Certificates (including all documents relating thereto, which by common
accord have been and will be drafted in English) shall be construed in
accordance with the laws of the Province of British Columbia, and the federal
laws applicable therein and shall be treated in all respects as British
Columbia contracts. Each of the parties hereto, which shall include the
Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts
of the Province of British Columbia with respect to all matters arising out of
this Indenture and the transactions contemplated herein. 

ARTICLE 2 
ISSUE OF WARRANTS 

	Section 2.1 	Creation and Issue of Warrants.
  


A maximum of 38,000,000 Warrants
(subject to adjustment as herein provided) are hereby created and authorized to
be issued in accordance with the terms and conditions hereof. By written order
of the Corporation, the Warrant Agent shall deliver Warrant Certificates to
Registered Warrantholders and record the name of the Registered Warrantholders
on the Warrant Register. Registration of interests in Warrants held by the
Depository may be evidenced by a position appearing on the Warrant Register for Warrants of the Warrant Agent for an
amount representing the aggregate number of such Warrants outstanding from time
to time. 




- 8 -

	Section 2.2 	Terms of Warrants.




	(1) 	
      Subject to the applicable conditions for exercise set out
      in Article 3 having been satisfied and subject to adjustment in accordance
      with Section 4.1, each Warrant shall entitle each Warrantholder thereof,
      upon exercise at any time after the Issue Date and prior to the Expiry
      Time, to acquire one (1) Common Share upon payment of the Exercise
      Price.

	 	 
	(2) 	
      No fractional Warrants shall be issued or otherwise
      provided for hereunder and Warrants may only be exercised in a sufficient
      number to acquire whole numbers of Common Shares.

	 	 
	(3) 	
      Each Warrant shall entitle the holder thereof to such
      other rights and privileges as are set forth in this Indenture.

	 	 
	(4) 	
      The number of Common Shares which may be purchased
      pursuant to the Warrants and the Exercise Price therefor shall be adjusted
      upon the events and in the manner specified in Section
  4.1.




	Section 2.3 	Warrantholder not a Shareholder.
  


Except as may be specifically
provided herein, nothing in this Indenture or in the holding of a Warrant
Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or
be construed as conferring upon a Warrantholder any right or interest whatsoever
as a Shareholder, including, but not limited to, the right to vote at, to
receive notice of, or to attend, meetings of Shareholders or any other
proceedings of the Corporation, or the right to Dividends and other allocations.


	Section 2.4 	Warrants to Rank Pari Passu.
  


All Warrants shall rank equally
and without preference over each other, whatever may be the actual date of issue
thereof. 

	Section 2.5 	Form of Warrants, Certificated Warrants.
    



	(1) 	
      The Warrants may be issued in both certificated and
      uncertificated form. Each Warrant originally issued to a U.S.
      Warrantholder will be evidenced in certificated form only. All Warrants
      issued in certificated form shall be evidenced by a Warrant Certificate
      (including all replacements issued in accordance with this Indenture),
      substantially in the form set out in Schedule “A” hereto, which shall be
      dated as of the Issue Date, shall bear such distinguishing letters and
      numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable
in any denomination excluding fractions. All Warrants issued to the Depository
may be in either a certificated or uncertificated form, such uncertificated form
being evidenced by a book position on the Warrant Register to be maintained by
the Warrant Agent in accordance with Section 2.6. 







- 9 -

	Section 2.6 	Book Based Warrants.




	(1) 	
      Reregistration of beneficial interests in and transfers
      of Warrants held by the Depository shall be made only through the book
      based registration system and no Warrant Certificates shall be issued in
      respect of such Warrants except where physical certificates evidencing
      ownership in such securities are required or as set out herein or as may
      be requested by the Depository, as determined by the Corporation, from
      time to time. Except as provided in this Section 2.6, owners of beneficial
      interests in any CDS Global Warrants shall not be entitled to have
      Warrants registered in their names and shall not receive or be entitled to
      receive Warrants in definitive form or to have their names appear in the
      Warrant Register referred to in Section 2.9 herein. Notwithstanding any
      terms set out herein, Warrants having any legend set forth in Section 2.8
      herein and held in the name of the Depository may only be held in the form
      of Uncertificated Warrants with the prior consent of the Warrant Agent and
      in accordance with the internal procedures of the Warrant Agent.

	 	 
	(2) 	
      Notwithstanding any other provision in this Indenture, no
      CDS Global Warrants may be exchanged in whole or in part for Warrants
      registered, and no transfer of any CDS Global Warrants in whole or in part
      may be registered, in the name of any person other than the Depository for
      such CDS Global Warrants or a nominee thereof
unless:




	 	(a) 	
      the Depository notifies the Corporation that it is
      unwilling or unable to continue to act as depository in connection with
      the Book Based Warrants and the Corporation is unable to locate a
      qualified successor;

	 	 	 
	 	(b) 	
      the Corporation determines that the Depository is no
      longer willing, able or qualified to discharge properly its
      responsibilities as holder of the CDS Global Warrants and the Corporation
      is unable to locate a qualified successor;

	 	 	 
	 	(c) 	
      the Depository ceases to be a clearing agency or
      otherwise ceases to be eligible to be a depository and the Corporation is
      unable to locate a qualified successor;







- 10 - 

	 	(d) 	
      the Corporation determines that the Warrants shall no
      longer be held as Book Based Warrants through the Depository;

	 	 	 
	 	(e) 	
      such right is required by Applicable Law, as determined
      by the Corporation and the Corporation’s Counsel;

	 	 	 
	 	(f) 	
      the Warrant is to be Authenticated to or for the account
      or benefit of a person in the United States or a U.S. Person; or

	 	 	 
	 	(g) 	
      such registration is effected in accordance with the
      internal procedures of the Depository and the Warrant
  Agent,



following which, Warrants for those
holders requesting the same shall be registered and issued to the beneficial
owners of such Warrants or their nominees as directed by the holder. The
Corporation shall provide an Officer’s Certificate giving notice to the Warrant
Agent of the occurrence of any event outlined in this Section 2.6 (2)(a) -(f) .


	(3) 	
      Subject to the provisions of this Section 2.6, any
      exchange of CDS Global Warrants for Warrants which are not CDS Global
      Warrants may be made in whole or in part in accordance with the provisions
      of Section 2.11, mutatis mutandis. All such Warrants issued in exchange
      for a CDS Global Warrant or any portion thereof shall be registered in
      such names as the Depository for such CDS Global Warrants shall direct and
      shall be entitled to the same benefits and subject to the same terms and
      conditions (except insofar as they relate specifically to CDS Global
      Warrants) as the CDS Global Warrants or portion thereof surrendered upon
      such exchange.

	 	 
	(4) 	
      Every Warrant that is Authenticated upon registration or
      transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS
      Global Warrant or any portion thereof, whether pursuant to this Section
      2.6, or otherwise, shall be Authenticated in the form of, and shall be, a
      CDS Global Warrant, unless such Warrant is registered in the name of a
      person other than the Depository for such CDS Global Warrant or a nominee
      thereof.

	 	 
	(5) 	
      Notwithstanding anything to the contrary in this
      Indenture, subject to Applicable Law, the CDS Global Warrant will be
      issued as an Uncertificated Warrant, unless otherwise requested in writing
      by the Depository or the Corporation.

	 	 
	(6) 	
      The rights of beneficial owners of Warrants who hold
      securities entitlements in respect of the Warrants through the book based
      registration system shall be limited to those established by applicable
      law and agreements between the Depository and the Book Based Participants
      and between such Book Based Participants and the beneficial owners of
      Warrants who hold securities entitlements in respect of the Warrants through the book based
registration system, and such rights must be exercised through a Book Based
Participant in accordance with the rules and procedures of the Depository. 







- 11 -

	(7) 	
      Notwithstanding anything herein to the contrary, neither
      the Corporation nor the Warrant Agent nor any agent thereof shall have any
      responsibility or liability for:




	 	(a) 	
      the electronic records maintained by the Depository
      relating to any ownership interests or any other interests in the Warrants
      or the depository system maintained by the Depository, or payments made on
      account of any ownership interest or any other interest of any person in
      any Warrant represented by an electronic position in the book based
      registration system (other than the Depository or its nominee);

	 	 	 
	 	(b) 	
      maintaining, supervising or reviewing any records of the
      Depository or any Book Based Participant relating to any such interest;
      or

	 	 	 
	 	(c) 	
      any advice or representation made or given by the
      Depository or those contained herein that relate to the rules and
      regulations of the Depository or any action to be taken by the Depository
      on its own direction or at the direction of any Book Based
    Participant.




	(8) 	
      The Corporation may terminate the application of this
      Section 2.6 in its sole discretion in which case all Warrants shall be
      evidenced by Warrant Certificates registered in the name of a Person other
      than the Depository.




	Section 2.7 	Warrant Certificate.




	(1) 	
      For Warrants issued in certificated form, the form of
      certificate representing Warrants shall be substantially as set out in
      Schedule “A” hereto or such other form as is authorized from time to time
      by the Warrant Agent. Each Warrant Certificate shall be Authenticated
      manually on behalf of the Warrant Agent. Each Warrant Certificate shall be
      signed by any director or officer of the Corporation; whose signature
      shall appear on the Warrant Certificate and may be printed, lithographed
      or otherwise mechanically reproduced thereon and, in such event,
      certificates so signed are as valid and binding upon the Corporation as if
      they had been signed manually. Any Warrant Certificate which has two
      signatures as hereinbefore provided shall be valid notwithstanding that
      one or more of the persons whose signature is printed, lithographed or
      mechanically reproduced no longer holds office at the date of issuance of
      such certificate. The Warrant Certificates may be engraved, printed or lithographed, or
partly in one form and partly in another, as the Warrant Agent may determine.







- 12 -

	(2) 	
      The Warrant Agent shall Authenticate Uncertificated
      Warrants (whether upon original issuance, exchange, registration of
      transfer, partial payment, or otherwise) by completing its Internal
      Procedures and the Corporation shall, and hereby acknowledges that it
      shall, thereupon be deemed to have duly and validly issued such
      Uncertificated Warrants under this Indenture. Such Authentication shall be
      conclusive evidence that such Uncertificated Warrant has been duly issued
      hereunder and that the holder or holders are entitled to the benefits of
      this Indenture. The Warrant Register shall be final and conclusive
      evidence as to all matters relating to Uncertificated Warrants with
      respect to which this Indenture requires the Warrant Agent to maintain
      records or accounts. In case of differences between the Warrant Register
      at any time and any other time the Warrant Register at the later time
      shall be controlling, absent manifest error and such Uncertificated
      Warrants are binding on the Corporation.

	 	 
	(3) 	
      Any Warrant Certificate validly issued in accordance with
      the terms of this Indenture in effect at the time of issue of such Warrant
      Certificate shall, subject to the terms of this Indenture and applicable
      law, validly entitle the holder to acquire Common Shares, notwithstanding
      that the form of such Warrant Certificate may not be in the form currently
      required by this Indenture.

	 	 
	(4) 	
      No Warrant shall be considered issued and shall be valid
      or obligatory or shall entitle the holder thereof to the benefits of this
      Indenture, until it has been Authenticated by the Warrant Agent.
      Authentication by the Warrant Agent, including by way of entry on the
      Warrant Register, shall not be construed as a representation or warranty
      by the Warrant Agent as to the validity of this Indenture or of such
      Warrant Certificates or Uncertificated Warrants (except the due
      Authentication thereof) or as to the performance by the Corporation of its
      obligations under this Indenture and the Warrant Agent shall in no respect
      be liable or answerable for the use made of the Warrants or any of them or
      of the consideration thereof. Authentication by the Warrant Agent shall be
      conclusive evidence as against the Corporation that the Warrants so
      Authenticated have been duly issued hereunder and that the holder thereof
      is entitled to the benefits of this Indenture.

	 	 
	(5) 	
      No Certificated Warrant shall be considered issued and
      Authenticated or, if Authenticated, shall be obligatory or shall entitle
      the holder thereof to the benefits of this Indenture, until it has been
      Authenticated by manual signature by or on behalf of the Warrant Agent
      substantially in the form of the Warrant set out in Schedule “A” hereto.
      Such Authentication on any such Certificated Warrant shall be conclusive evidence that such
Certificated Warrant is duly Authenticated and is valid and a binding obligation
of the Corporation and that the holder is entitled to the benefits of this
Indenture. 







- 13 -

	(6) 	
      No Uncertificated Warrant shall be considered issued and
      shall be obligatory or shall entitle the holder thereof to the benefits of
      this Indenture, until it has been Authenticated by entry on the Warrant
      Register of the particulars of the Uncertificated Warrant. Such entry on
      the Warrant Register of the particulars of an Uncertificated Warrant shall
      be conclusive evidence that such Uncertificated Warrant is a valid and
      binding obligation of the Corporation and that the holder is entitled to
      the benefits of this Indenture.

	 	 
	(7) 	
      The Authentication by the Warrant Agent of any Warrants
      whether by way of entry on the Warrant Register or otherwise shall not be
      construed as a representation or warranty by the Warrant Agent as to the
      validity of the Indenture or such Warrants (except the due Authentication
      thereof) or as to the performance by the Corporation of its obligations
      under this Indenture and the Warrant Agent shall in no respect be liable
      or answerable for the use made of the Warrants or any of them or the
      proceeds thereof.




	Section 2.8 	Legends. 



	(1) 	
      Each CDS Global Warrant originally issued and held by the
      Depository, and each CDS Global Warrant issued in exchange therefor or in
      substitution thereof shall bear or be deemed to bear the following legend
      or such variations thereof as the Corporation may prescribe from time to
      time:



“UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC.
("CDS") TO NORTHERN DYNASTY MINERALS LTD. (THE "ISSUER") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE
TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF,
CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS
CERTIFICATE." 




- 14 -

	(2) 	
      Notwithstanding any other provisions of this Indenture,
      in processing and registering transfers of Warrants, no duty or
      responsibility whatsoever shall rest upon the Warrant Agent to determine
      the compliance by any transferor or transferee with the terms of the
      legend contained in subsection 2.8(1) or with the relevant securities laws
      or regulations, including, without limitation, Regulation S, and the
      Warrant Agent shall be entitled to assume that all transfers are legal and
      proper.




	Section 2.9 	Warrant Register




	(1) 	
      The Warrant Agent shall maintain records and accounts
      concerning the Warrants, whether certificated or uncertificated, which
      shall contain the information called for below with respect to each
      Warrant, together with such other information as may be required by law or
      as the Warrant Agent may elect to record. All such information shall be
      kept in one set of accounts and records which the Warrant Agent shall
      designate (in such manner as shall permit it to be so identified as such
      by an unaffiliated party) as the Warrant Register of the holders of
      Warrants. The information to be entered for each account in the Warrant
      Register at any time shall include (without
limitation):




	 	(a) 	
      the name and address of the holder of the Warrants, the
      date of Authentication thereof and the number of Warrants;

	 	 	 
	 	(b) 	
      whether such Warrant is a Certificated Warrant or an
      Uncertificated Warrant and, if a Warrant Certificate, the unique number or
      code assigned to and imprinted thereupon and, if an Uncertificated
      Warrant, the unique number or code assigned thereto if any;

	 	 	 
	 	(c) 	
      whether such Warrant has been cancelled; and

	 	 	 
	 	(d) 	
      a register of transfers in which all transfers of
      Warrants and the date and other particulars of each transfer shall be
      entered.



The Warrant Register shall be available
for inspection by the Corporation and or any Warrantholder during the Warrant
Agent’s regular business hours on a Business Day and upon payment to the Warrant
Agent of its reasonable fees. Any Warrantholder exercising such right of
inspection shall first provide an affidavit in form satisfactory to the
Corporation and the Warrant Agent stating the name and address of the
Warrantholder and agreeing not to use the information therein except in
connection with an effort to call a meeting of Warrantholders or to influence
the voting of Warrantholders at any meeting of Warrantholders. 




- 15 - 

	(2) 	
      Once an Uncertificated Warrant has been Authenticated,
      the information set forth in the Warrant Register with respect thereto at
      the time of Authentication may be altered, modified, amended, supplemented
      or otherwise changed only to reflect exercise or proper instructions to
      the Warrant Agent from the holder as provided herein, except that the
      Warrant Agent may act unilaterally to make purely administrative changes
      internal to the Warrant Agent and changes to correct errors. Each person
      who becomes a holder of an Uncertificated Warrant, by his, her or its
      acquisition thereof shall be deemed to have irrevocably (i) consented to
      the foregoing authority of the Warrant Agent to make such minor error
      corrections and (ii) agreed to pay to the Warrant Agent, promptly upon
      written demand, the full amount of all loss and expense (including without
      limitation reasonable legal fees of the Corporation and the Warrant Agent
      plus interest, at an appropriate then prevailing rate of interest to the
      Warrant Agent), sustained by the Corporation or the Warrant Agent as a
      proximate result of such error if but only if and only to the extent that
      such present or former holder realized any benefit as a result of such
      error and could reasonably have prevented, forestalled or minimized such
      loss and expense by prompt reporting of the error or avoidance of
      accepting benefits thereof whether or not such error is or should have
      been timely detected and corrected by the Warrant Agent; provided, that no
      person who is a bona fide purchaser shall have any such obligation to the
      Corporation or to the Warrant Agent.

	 	 
	(3) 	
      The Warrant Agent will from time to time when requested
      to do so by the Corporation or any Registered Warrantholder, upon payment
      of the Warrant Agent’s reasonable charges, furnish a list of the names and
      addresses of Registered Warrantholders showing the numbers of Warrants
      held by each such Registered Warrantholder.




	Section 2.10 	Issue in Substitution for Warrant
      Certificates Lost, etc. 



	(1) 	
      If any Warrant Certificate becomes mutilated or is lost,
      destroyed or stolen, the Corporation, subject to applicable law, shall
      issue and thereupon the Warrant Agent shall certify and deliver, a new
      Warrant Certificate of like tenor, and bearing the same legend, if
      applicable, as the one mutilated, lost, destroyed or stolen in exchange
      for and in place of and upon cancellation of such mutilated Warrant
      Certificate, or in lieu of and in substitution for such lost, destroyed or
      stolen Warrant Certificate, and the substituted Warrant Certificate shall
      be in a form approved by the Warrant Agent and the Warrants evidenced
      thereby shall be entitled to the benefits hereof and shall rank equally in
      accordance with its terms with all other Warrants issued or to be issued
      hereunder.







- 16 - 

	(2) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant to this Section 2.10 shall bear the cost of the issue thereof and
      in case of loss, destruction or theft shall, as a condition precedent to
      the issuance thereof, furnish to the Corporation and to the Warrant Agent
      such evidence of ownership and of the loss, destruction or theft of the
      Warrant Certificate so lost, destroyed or stolen as shall be satisfactory
      to the Corporation and to the Warrant Agent, in their sole discretion, and
      such applicant shall also be required to furnish an indemnity and surety
      bond in amount and form satisfactory to the Corporation and the Warrant
      Agent, in their sole discretion, and shall pay the reasonable charges of
      the Corporation and the Warrant Agent in connection
  therewith.




	Section 2.11 	Exchange of Warrant Certificates.
  



	(1) 	
      Any one or more Warrant Certificates representing any
      number of Warrants may, upon compliance with the reasonable requirements
      of the Warrant Agent (including compliance with applicable securities
      legislation), be exchanged for one or more other Warrant Certificates
      representing the same aggregate number of Warrants, and bearing the same
      legend, if applicable, as represented by the Warrant Certificate or
      Warrant Certificates so exchanged.

	 	 
	(2) 	
      Warrant Certificates may be exchanged only at the Warrant
      Agency or at any other place that is designated by the Corporation with
      the approval of the Warrant Agent. Any Warrant Certificate from the holder
      (or such other instructions, in form satisfactory to the Warrant Agent),
      tendered for exchange shall be surrendered to the Warrant Agency and
      cancelled by the Warrant Agent.




	Section 2.12 	Transfer and Ownership of Warrants.
  



	(1) 	
      The Warrants may only be transferred on the Warrant
      Register kept by the Warrant Agent at the Warrant Agency by the holder or
      its legal representatives or its attorney duly appointed by an instrument
      in writing in form and execution satisfactory to the Warrant Agent only
      upon (a) in the case of a Warrant Certificate, surrendering to the Warrant
      Agent at the Warrant Agency the Warrant Certificates representing the
      Warrants to be transferred together with a duly executed transfer form as
      set forth in Schedule A and (b) in the case of Book Based Warrants, in
      accordance with procedures prescribed by the Depository under the book
      based registration system, and (c) upon compliance
with:




	 	(i) 	
      the conditions herein;







- 17 - 

	 	(ii) 	
      such reasonable requirements as the Warrant Agent may
      prescribe; and

	 	 	 
	 	(iii) 	
      all applicable securities legislation and requirements of
      regulatory authorities;



and such transfer shall be duly noted
in such Warrant Register by the Warrant Agent. Upon compliance with such
requirements, the Warrant Agent shall issue to the transferee of a Warrant
Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant
Certificate upon request that part of the CDS Global Warrant be certificated.
Transfers within the systems of the Depository are not the responsibility of the
Warrant Agent and will not be noted on the Warrant Register maintained by the
Warrant Agent.

	(2) 	
      Subject to the provisions of this Indenture, Applicable
      Legislation and applicable law, the Warrantholder shall be entitled to the
      rights and privileges attaching to the Warrants, and the issue of Common
      Shares by the Corporation upon the exercise of Warrants in accordance with
      the terms and conditions herein contained shall discharge all
      responsibilities of the Corporation and the Warrant Agent with respect to
      such Warrants and neither the Corporation nor the Warrant Agent shall be
      bound to inquire into the title of any such
holder.




	Section 2.13 	Cancellation of Surrendered Warrants.
  


All Warrant Certificates
surrendered pursuant to this Article 2 or Article 3 shall be cancelled by the
Warrant Agent and upon such circumstances all such Uncertificated Warrants shall
be deemed cancelled and so noted on the register by the Warrant Agent. Upon
request by the Corporation, the Warrant Agent shall furnish to the Corporation a
cancellation certificate identifying the Warrant Certificates so cancelled, the
number of Warrants evidenced thereby, the number of Common Shares, if any,
issued pursuant to such Warrants and the details of any Warrant Certificates
issued in substitution or exchange for such Warrant Certificates cancelled. 

 ARTICLE 3 
EXERCISE OF WARRANTS 

	Section 3.1 	Right of Exercise. 


Subject to the provisions hereof,
each Registered Warrantholder may exercise the right conferred on such holder to
subscribe for and purchase one (1) Common Share for each Warrant after the Issue
Date and prior to the Expiry Time and in accordance with the conditions herein.





- 18 - 

	Section 3.2 	Warrant Exercise.




	(1) 	
      Registered Warrantholders of Warrant Certificates who
      wish to exercise the Warrants held by them in order to acquire Common
      Shares must complete the exercise form (the “Exercise Notice”)
      attached to the Warrant Certificate(s) which form is attached hereto as
      Schedule “B”, which may be amended by the Corporation with the consent of
      the Warrant Agent, if such amendment does not, in the reasonable opinion
      of the Corporation and the Warrant Agent, which may be based on the advice
      of Counsel, materially and adversely affect the rights, entitlements and
      interests of the Warrantholders, and deliver such certificate(s), the
      executed Exercise Notice and a certified cheque, bank draft or money order
      payable to or to the order of the Corporation for the aggregate Exercise
      Price to the Warrant Agent at the Warrant Agency. The Warrants represented
      by a Warrant Certificate shall be deemed to be surrendered upon personal
      delivery of such certificate, Exercise Notice and aggregate Exercise Price
      or, if such documents are sent by mail or other means of transmission,
      upon actual receipt thereof by the Warrant Agent at the office referred to
      above.

	 	 
	(2) 	
      Notwithstanding any provision to the contrary contained
      in this Indenture, a Warrantholder who is a person in the United States, a
      U.S. Person, a person exercising for the account or benefit of a U.S.
      Person, or person requesting delivery of the Common Shares issuable upon
      exercise of the Warrants in the United States may exercise any Warrant at
      any time when a Registration Statement is effective as confirmed by the
      Warrantholder where indicated on the Exercise Notice, otherwise if a
      Registration Statement is not effective and unless an exemption from the
      registration requirements to the U.S. Securities Act is available and such
      holder provides evidence of the availability of such exemption
      satisfactory to the Corporation and the Warrant Agent by providing the
      Corporation and the Warrant Agent either:




	 	(a) 	
      a completed and executed U.S. Purchaser Letter;
  or

	 	 	 
	 	(b) 	
      an opinion of counsel of recognised standing in form and
      substance reasonably satisfactory to the Corporation and the Warrant Agent
      that the exercise is exempt from the registration requirements of
      applicable securities laws of any state of the United States and the U.S.
      Securities Act;



provided however that: 

(x)      in
the case of a Warrantholder that is the original purchaser of the Warrants who
purchased on the basis that the Warrantholder is a Qualified Institutional Buyer, such Warrantholder will not be required to
deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the
due exercise of the Warrant at a time when the Warrantholder remains and has
confirmed to the Corporation and the Warrant Agent that it remains a Qualified
Institutional Buyer; and 




- 19 -

(y)      in
  the case of a Warrantholder that is the original purchaser of the Warrants and
  who delivered the U.S. Accredited Investor Certificate attached to the
  subscription agreement of the Corporation in connection with its purchase of
  Units pursuant to the private placement under which the Warrants were issued,
  such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an
  opinion of counsel in connection with the due exercise of the Warrant at a time
  when the representations, warranties and covenants made by the Warrantholder in
  the U.S. Accredited Investor Certificate remain true and correct and the
Warrantholder represents to the Corporation as such. 

	(3) 	
      A Registered Warrantholder of Uncertificated Warrants
      evidenced by a security entitlement in respect of Warrants must complete
      the Exercise Notice and deliver the executed Exercise Notice and a
      certified cheque, bank draft or money order payable to or to the order of
      the Corporation for the aggregate Exercise Price to the Warrant Agent at
      the Warrant Agency. The Uncertificated Warrants shall be deemed to be
      surrendered upon receipt of the Exercise Notice and aggregate Exercise
      Price or, if such documents are sent by mail or other means of
      transmission, upon actual receipt thereof by the Warrant Agent at the
      Warrant Agency.

	 	 
	(4) 	
      A beneficial owner of Warrants issued in uncertificated
      form evidenced by a security entitlement in respect of Warrants in the
      book based registration system who desires to exercise his or her Warrants
      must do so by causing a Book Based Participant to deliver to the
      Depository on behalf of the entitlement holder, notice of the owner’s
      intention to exercise Warrants in a manner acceptable to the Depository.
      Forthwith upon receipt by the Depository of such notice, as well as
      payment for the aggregate Exercise Price, the Depository shall deliver to
      the Warrant Agent confirmation of its intention to exercise Warrants (a
      “Confirmation”) in a manner acceptable to the Warrant Agent, including by
      electronic means through a book based registration system, including CDSX.
      An electronic exercise of the Warrants initiated by the Book Based
      Participant through a book based registration system, including CDSX,
      shall constitute a representation to both the Corporation and the Warrant
      Agent that the beneficial owner at the time of exercise of such Warrants
      (a) is not in the United States; (b) is not a U.S. Person and is not
      exercising such Warrants on behalf of a U.S. Person or a person in the
      United States; and (c) did not execute or deliver the notice
  of the owner’s intention to exercise such Warrants in the United
States. If the CDS Participant is not able to make or deliver the foregoing
representation by initiating the electronic exercise of the Warrants, then such
Warrants shall be withdrawn from the book based registration system, including
CDSX by the CDS Participant and an individually registered Warrant Certificate
shall be issued by the Warrant Agent to such Beneficial Owner or CDS Participant
and the exercise procedures set forth in Section 3.2(1) and 3.2(2) shall be
followed.







- 20 -

	(5) 	
      Payment representing the aggregate Exercise Price must be
      provided to the appropriate office of the Book Based Participant in a
      manner acceptable to it. A notice in form acceptable to the Book Based
      Participant and payment from such beneficial holder should be provided to
      the Book Based Participant sufficiently in advance so as to permit
      the Book Based Participant to deliver notice and payment to the Depository
      and for the Depository in turn to deliver notice and payment to the
      Warrant Agent prior to Expiry Time. The Depository will initiate the
      exercise by way of the Confirmation and forward the aggregate Exercise
      Price electronically to the Warrant Agent and the Warrant Agent will
      execute the exercise by issuing to the Depository through the book based
      registration system the Common Shares to which the exercising
      Warrantholder is entitled pursuant to the exercise. Any expense associated
      with the exercise process will be for the account of the entitlement
      holder exercising the Warrants and/or the Book Based Participant
      exercising the Warrants on its behalf.

	 	 
	(6) 	
      By causing a Book Based Participant to deliver notice to
      the Depository, a Warrantholder shall be deemed to have irrevocably
      surrendered his or her Warrants so exercised and appointed such Book Based
      Participant to act as his or her exclusive settlement agent with respect
      to the exercise and the receipt of Common Shares in connection with the
      obligations arising from such exercise.

	 	 
	(7) 	
      Any notice which the Depository determines to be
      incomplete, not in proper form or not duly executed shall for all purposes
      be void and of no effect and the exercise to which it relates shall be
      considered for all purposes not to have been exercised thereby. A failure
      by a Book Based Participant to exercise or to give effect to the
      settlement thereof in accordance with the Warrantholder’s instructions
      will not give rise to any obligations or liability on the part of the
      Corporation or Warrant Agent to the Book Based Participant or the
      Warrantholder.

	 	 
	(8) 	
      Any exercise form or Exercise Notice referred to in this
      Section 3.2 shall be signed by the Registered Warrantholder, or its
      executors or administrators or other legal representatives or an attorney
      of the Registered Warrantholder, duly appointed by an instrument in writing
satisfactory to the Warrant Agent, but such exercise form need not be executed
by the Depository. 







- 21 -

	(9) 	
      Any exercise referred to in this Section 3.2 shall
      require that the entire Exercise Price for Common Shares subscribed must
      be paid at the time of subscription and such Exercise Price and original
      Exercise Notice executed by the Registered Warrantholder or the
      Confirmation from the Depository must be received by the Warrant Agent
      prior to the Expiry Time.

	 	 
	(10) 	
      Warrants may only be exercised pursuant to this Section
      3.2 by or on behalf of a Registered Warrantholder, as applicable, who
      makes the certifications set forth on the Exercise Notice set out in
      Schedule B or as provided herein.

	 	 
	(11) 	
      If the form of Exercise Notice set forth in the Warrant
      Certificate shall have been amended, the Corporation shall cause the
      amended Exercise Notice to be forwarded to all Registered
      Warrantholders.

	 	 
	(12) 	
      Exercise Notices and Confirmations must be delivered to
      the Warrant Agent at any time during the Warrant Agent’s actual business
      hours on any Business Day prior to the Expiry Time. Any Exercise Notice or
      Confirmations received by the Warrant Agent after business hours on any
      Business Day other than the Expiry Date will be deemed to have been
      received by the Warrant Agent on the next following Business
Day.

	 	 
	(13) 	
      Any Warrant with respect to which a Confirmation is not
      received by the Warrant Agent before the Expiry Time shall be deemed to
      have expired and become void and all rights with respect to such Warrants
      shall terminate and be cancelled.




	Section 3.3 	Restrictions on Exercise by U.S. Persons;
      Legended Certificates 



	(1) 	
      If a Registration Statement is not effective at the time
      of any exercise of the Warrants, (a) the Warrants may not be exercised
      within the United States or by or on behalf of any U.S. Person; and (b) no
      Common Shares issued upon exercise of Warrants may be delivered to any
      address in the United States, unless an exemption from the registration
      requirements of the U.S. Securities Act is available to permit the
      issuance of the Common Shares without registration under the U.S.
      Securities Act and satisfactory evidence of the availability of such
      exemption is provided to the Corporation and the Warrant Agent in
      accordance with Section 3.2(2).

	 	 
	(2) 	
      The Company shall provide written notice to the Warrant
      Agent (i) if the Initial Registration Statement ceases to be effective for
      any reason, and (ii) if the Company files any future Registration
      Statement, and the Warrant Agent shall be entitled to presume, without independent
investigations, that the Initial Registration Statement is effective until the
March 30, 2019 expiry date of the Initial Registration Statement, unless
notified by the Company as provided above; 







- 22 -

	(3) 	
      Certificates representing Common Shares issued upon the
      exercise of Warrants by a person in the United States, a U.S. Person, a
      person exercising for the account or benefit of a U.S. Person, or person
      requesting delivery of the Common Shares to an address in the United
      States at a time when there is not an effective Registration Statement
      pursuant to Section 3.2(2)(a)(b)(x) or (y) shall bear the following
      legend:



“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO NORTHERN
DYNASTY MINERALS LTD. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144
UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A
LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO
COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE
CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE
U.S. SECURITIES ACT A THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, MAY
BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS
CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE
CORPORATION’S TRANSFER AGENT AND THE CORPORATION TO THE EFFECT THAT THE SALE OF
THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT. THE
CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL, OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, IN CONNECTION WITH
ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.”, 




- 23 -

provided that, if such Common Shares
  are being sold outside the United States in accordance with Rule 904 of
  Regulation S under the U.S. Securities Act, and if the Corporation is a "foreign
  issuer" within the meaning of Regulation S at the time of issuance, this legend
  may be removed by the transferor providing a declaration to the Corporation’s
  transfer agent in the form set forth in Schedule C or as the Corporation’s
  transfer agent or the Corporation may prescribe from time to time, and if
  required by the Corporation’s transfer agent, an opinion of counsel, of
  recognised standing reasonably satisfactory to the Corporation and the
  Corporation’s transfer agent, that the proposed transfer may be effected without
registration under the U.S. Securities Act.

	Section 3.4 	Transfer Fees and Taxes.



If any of the Common Shares
subscribed for are to be issued to a person or persons other than the Registered
Warrantholder, the Registered Warrantholder shall execute the form of transfer
and will comply with such reasonable requirements as the Warrant Agent may
stipulate and will pay to the Corporation or the Warrant Agent on behalf of the
Corporation, all applicable transfer or similar taxes and the Corporation will
not be required to issue or deliver certificates evidencing Common Shares unless
or until such Warrantholder shall have paid to the Corporation or the Warrant
Agent on behalf of the Corporation, the amount of such tax or shall have
established to the satisfaction of the Corporation and the Warrant Agent that
such tax has been paid or that no tax is due. 

	Section 3.5 	Warrant Agency. 


To facilitate the exchange,
transfer or exercise of Warrants and compliance with such other terms and
conditions hereof as may be required, the Corporation has designated the Warrant
Agency, as the agency at which Warrants may be surrendered for exchange or
transfer or at which Warrants may be exercised and the Warrant Agent has
accepted such designation. The Corporation may from time to time designate
alternate or additional places as the Warrant Agency (subject to the Warrant
Agent’s prior approval) and will give notice to the Warrant Agent of any
proposed change of the Warrant Agency. Branch registers shall also be kept at
such other place or places, if any, as the Corporation, with the approval of the
Warrant Agent, may designate. The Warrant Agent will from time to time when
requested to do so by the Corporation or any Registered Warrantholder, upon
payment of the Warrant Agent’s reasonable charges, furnish a list of the names
and addresses of Registered Warrantholders showing the number of Warrants held
by each such Registered Warrantholder. 




- 24 -

	Section 3.6 	Effect of Exercise of Warrant
      Certificates. 



	(1) 	
      Upon the exercise of Warrant Certificates pursuant to and
      in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4,
      the Common Shares to be issued pursuant to the Warrants exercised shall be
      deemed to have been issued and the person or persons to whom such Common
      Shares are to be issued shall be deemed to have become the holder or
      holders of such Common Shares within five (5) Business Days of the
      Exercise Date unless the share register of the Corporation shall be closed
      on such date, in which case the Common Shares subscribed for shall be
      deemed to have been issued and such person or persons deemed to have
      become the holder or holders of record of such Common Shares, on the date
      on which such share register is reopened. It is hereby understood that in
      order for persons to whom Common Shares are to be issued, to become
      holders of Common Shares of record on the Exercise Date, beneficial
      holders must commence the exercise process sufficiently in advance so that
      the Warrant Agent is in receipt of all items of exercise at least one
      Business Day prior to such Exercise Date.

	 	 
	(2) 	
      Within five (5) Business Days after the Exercise Date
      with respect to a Warrant, the Warrant Agent shall cause to be delivered
      or mailed to the person or persons in whose name or names the Warrant is
      registered or, if so specified in writing by the holder, cause to be
      delivered to such person or persons at the Warrant Agency where the
      Warrant Certificate was surrendered, a certificate or certificates for the
      appropriate number of Common Shares subscribed for, or any other
      appropriate evidence of the issuance of Common Shares to such person or
      persons in respect of Common Shares issued under the book based
      registration system.




	Section 3.7 	Partial Exercise of Warrants; Fractions.
    



	(1) 	
      The holder of any Warrants may exercise his right to
      acquire a number of whole Common Shares less than the aggregate number
      which the holder is entitled to acquire. In the event of any exercise of a
      number of Warrants less than the number which the holder is entitled to
      exercise, the holder of Warrants upon such exercise shall, in addition, be
      entitled to receive, without charge therefor, a new Warrant
      Certificate(s), bearing the same legend, if applicable, or other
      appropriate evidence of Warrants, in respect of the balance of the
      Warrants held by such holder and which were not then
  exercised.







- 25 - 

	(2) 	
      Notwithstanding anything herein contained including any
      adjustment provided for in Section 4.1, the Corporation shall not be
      required, upon the exercise of any Warrants, to issue fractions of Common
      Shares and no cash or other consideration will be paid in lieu of such
      fractions. Warrants may only be exercised in a sufficient number to
      acquire whole numbers of Common Shares.




	Section 3.8 	Expiration of Warrants.



Immediately after the Expiry
Time, all rights under any Warrant in respect of which the right of acquisition
provided for herein shall not have been exercised shall cease and terminate and
each Warrant shall be void and of no further force or effect. 

	Section 3.9 	Accounting and Recording.




	(1) 	
      The Warrant Agent shall promptly account to the
      Corporation with respect to Warrants exercised, and shall promptly forward
      to the Corporation (or into an account or accounts of the Corporation with
      the bank or trust company designated by the Corporation for that purpose),
      all monies received by the Warrant Agent on the subscription of Common
      Shares through the exercise of Warrants. All such monies and any
      securities or other instruments, from time to time received by the Warrant
      Agent, shall be received in trust for, and shall be segregated and kept
      apart by the Warrant Agent, for the benefit of the Warrantholders and the
      Corporation as their interests may appear

	 	 
	(2) 	
      The Warrant Agent shall record the particulars of
      Warrants exercised, which particulars shall include the names and
      addresses of the persons who become holders of Common Shares on exercise
      and the Exercise Date, in respect thereof. The Warrant Agent shall provide
      such particulars in writing to the Corporation within five (5) Business
      Days of any request by the Corporation
therefor.




	Section 3.10 	Securities Restrictions.



Notwithstanding anything herein
contained, Common Shares will be issued upon exercise of a Warrant only in
compliance with the securities laws of any applicable jurisdiction and, without
limiting the generality of the foregoing, the Corporation will legend the
certificates representing the Common Shares if, in the opinion of counsel to the
Corporation, such legend is necessary in order to avoid a violation of any
securities laws of any applicable jurisdiction or to comply with the
requirements of any stock exchange on which the Common Shares are listed,
provided that if, at any time, in the opinion of outside counsel to the
Corporation, acting reasonably, such legends are no longer necessary in order to
avoid a violation of any such laws, or the holder of any such legended
certificate, at his expense, provides the Corporation and the Corporation’s transfer agent
with evidence satisfactory in form and substance to the Corporation and the
Corporation’s transfer agent (which may include an opinion of Counsel of
recognized standing satisfactory to the Corporation and the Corporation’s
transfer agent) to the effect that such holder is entitled to sell or otherwise
transfer such securities in a transaction in which such legends are not
required, such legended certificates may thereafter be surrendered to the
Corporation in exchange for a certificate which does not bear such legends. For
clarity, unless the Warrant Agent is notified in writing by the Corporation of
additional legends required on the Common Shares, the Common Shares issued upon
exercise of a Warrant shall bear the legend as required pursuant to Section
3.3(2) . 




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ARTICLE 4 
ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE 

	Section 4.1 	Adjustment of Number of Common Shares and
      Exercise Price. 


The subscription rights in effect
under the Warrants for Common Shares issuable upon the exercise of the Warrants
shall be subject to adjustment from time to time as follows: 

	 	(a) 	
      if, at any time during the Adjustment Period, the
      Corporation shall:

	 	 	 
	 	(i) 	
      subdivide, re-divide or change its outstanding Common
      Shares into a greater number of Common Shares;

	 	 	 
	 	(ii) 	
      reduce, combine or consolidate its outstanding Common
      Shares into a lesser number of Common Shares; or

	 	 	 
	 	(iii) 	
      issue Common Shares or securities exchangeable for, or
      convertible into, Common Shares to all or substantially all of the holders
      of Common Shares by way of stock dividend or other distribution (other
      than a distribution of Common Shares upon the exercise of Warrants or any
      outstanding options);



(any of such events in Section 4.1(a)
(i), (ii) or (iii) being called a “Common Share Reorganization”) then the
Exercise Price shall be adjusted as of the effect on the effective date or
record date of such subdivision, re-division, change, reduction, combination,
consolidation or distribution, as the case may be, shall in the case of the
events referred to in (i) or (iii) above be decreased in proportion to the
number of outstanding Common Shares resulting from such subdivision,
re-division, change or distribution, or shall, in the case of the events
referred to in (ii) above, be increased in proportion to the number of
outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect
immediately prior to such effective date or record date by a fraction, the
numerator of which shall be the number of Common Shares outstanding on such
effective date or record date before giving effect to such Common Share
Reorganization and the denominator of which shall be the number of Common Shares
outstanding as of the effective date or record date after giving effect to such
Common Share Reorganization (including, in the case where securities
exchangeable for or convertible into Common Shares are distributed, the number
of Common Shares that would have been outstanding had such securities been
exchanged for or converted into Common Shares on such record date or effective
date). Such adjustment shall be made successively whenever any event referred to
in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price
pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously
adjusted by multiplying the number of Common Shares theretofore obtainable on
the exercise thereof by a fraction of which the numerator shall be the Exercise
Price in effect immediately prior to such adjustment and the denominator shall
be the Exercise Price resulting from such adjustment; 




- 27 - 

	 	(b) 	
      if and whenever at any time during the Adjustment Period,
      the Corporation shall fix a record date for the issuance of rights,
      options or warrants to all or substantially all the holders of its
      outstanding Common Shares entitling them, for a period expiring not more
      than 45 days after such record date, to subscribe for or purchase Common
      Shares (or securities convertible or exchangeable into Common Shares) at a
      price per Common Share (or having a conversion or exchange price per
      Common Share) less than 95% of the Current Market Price on such record
      date (a “Rights Offering”), the Exercise Price shall be adjusted
      immediately after such record date so that it shall equal the amount
      determined by multiplying the Exercise Price in effect on such record date
      by a fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such record date plus a number of Common Shares
      equal to the number arrived at by dividing the aggregate price of the
      total number of additional Common Shares offered for subscription or
      purchase (or the aggregate conversion or exchange price of the convertible
      or exchangeable securities so offered) by the Current Market Price, and of
      which the denominator shall be the total number of Common Shares
      outstanding on such record date plus the total number of additional Common
      Shares offered for subscription or purchase or into which the convertible
      or exchangeable securities so offered are convertible or exchangeable; any
      Common Shares owned by or held for the account of the Corporation shall be
      deemed not to be outstanding for the purpose of any such computation; such
      adjustment shall be made successively whenever such a record date is
      fixed; to the extent that no such rights or warrants are exercised prior
      to the expiration thereof, the Exercise Price shall be readjusted to the
      Exercise Price which would then be in effect if such record date had not
      been fixed or, if any such rights or warrants are exercised, to the
      Exercise Price which would then be in effect based upon the number of
      Common Shares (or securities convertible or exchangeable into Common
      Shares) actually issued upon the exercise of such rights or warrants, as
      the case may be. Such adjustment will be made successively whenever such a
      record date is fixed, provided that if two or more such record dates or
      record dates referred to in this Section 4.1(b) are fixed within a period
      of 25 Trading Days, such adjustment will be made successively as if each
      of such record dates occurred on the earliest of such record
  dates;







- 28 - 

	 	(c) 	
      if and whenever at any time during the Adjustment Period
      the Corporation shall fix a record date for the making of a distribution
      to all or substantially all the holders of its outstanding Common Shares
      of (i) securities of any class, whether of the Corporation or any other
      trust (other than Common Shares), (ii) rights, options or warrants to
      subscribe for or purchase Common Shares (or other securities convertible
      into or exchangeable for Common Shares), other than pursuant to a Rights
      Offering; (iii) evidences of its indebtedness or (iv) any property or
      other assets then, in each such case, the Exercise Price shall be adjusted
      immediately after such record date so that it shall equal the price
      determined by multiplying the Exercise Price in effect on such record date
      by a fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such record date multiplied by the Current Market
      Price on such record date, less the excess, if any, of the fair market
      value on such record date, as determined by the Corporation (whose
      determination shall be conclusive subject to the acceptance of the
      Exchange), of such securities or other assets so issued or distributed
      over the fair market value of any consideration received therefor by the
      Corporation from the holders of the Common Shares, and of which the
      denominator shall be the total number of Common Shares outstanding on such
      record date multiplied by the Current Market Price; and Common Shares
      owned by or held for the account of the Corporation shall be deemed not to
      be outstanding for the purpose of any such computation; such adjustment
      shall be made successively whenever such a record date is fixed; to the
      extent that such distribution is not so made, the Exercise Price shall be readjusted to the
      Exercise Price which would then be in effect if such record date had not
      been fixed;







- 29 - 

	 	(d) 	
      if and whenever at any time during the Adjustment Period,
      there is a reclassification of the Common Shares or a capital
      reorganization of the Corporation other than as described in Section
      4.1(a) or a consolidation, amalgamation, arrangement or merger of the
      Corporation with or into any other body corporate, trust, partnership or
      other entity, or a sale or conveyance of the property and assets of the
      Corporation as an entirety or substantially as an entirety to any other
      body corporate, trust, partnership or other entity, any Registered
      Warrantholder who has not exercised its right of acquisition prior to the
      effective date of such reclassification, capital reorganization,
      consolidation, amalgamation, arrangement or merger, sale or conveyance,
      upon the exercise of such right thereafter, shall be entitled to receive
      upon payment of the Exercise Price and shall accept, in lieu of the number
      of Common Shares that prior to such effective date the Registered
      Warrantholder would have been entitled to receive, the number of shares or
      other securities or property of the Corporation or of the body corporate,
      trust, partnership or other entity resulting from such merger,
      amalgamation or consolidation, or to which such sale or conveyance may be
      made, as the case may be, that such Registered Warrantholder would have
      been entitled to receive on such reclassification, capital reorganization,
      consolidation, amalgamation, arrangement or merger, sale or conveyance,
      if, on the effective date thereof, as the case may be, the Registered
      Warrantholder had been the registered holder of the number of Common
      Shares to which prior to such effective date it was entitled to acquire
      upon the exercise of the Warrants. If determined appropriate by the
      Warrant Agent, relying on advice of Counsel, to give effect to or to
      evidence the provisions of this Section 4.1(d), the Corporation, its
      successor, or such purchasing body corporate, partnership, trust or other
      entity, as the case may be, shall, prior to or contemporaneously with any
      such reclassification, capital reorganization, consolidation,
      amalgamation, arrangement, merger, sale or conveyance, enter into an
      indenture which shall provide, to the extent possible, for the application
      of the provisions set forth in this Indenture with respect to the rights
      and interests thereafter of the Registered Warrantholders to the end that
      the provisions set forth in this Indenture shall thereafter
      correspondingly be made applicable, as nearly as may reasonably be, with
      respect to any shares, other securities or property to which a Registered
      Warrantholder is entitled on the exercise of its acquisition rights
      thereafter. Any indenture entered into between the
  Corporation and the Warrant Agent pursuant to the provisions of this
      Section 4.1(d) shall be a supplemental indenture entered into pursuant to
      the provisions of Article 8 hereof. Any indenture entered into between the
      Corporation, any successor to the Corporation or such purchasing body
      corporate, partnership, trust or other entity and the Warrant Agent shall
      provide for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided in this Section 4.1 and which
      shall apply to successive reclassifications, capital reorganizations,
  amalgamations, consolidations, mergers, sales or conveyances;







- 30 - 

	 	(e) 	
      in any case in which this Section 4.1 shall require that
      an adjustment shall become effective immediately after a record date for
      an event referred to herein, the Corporation may defer, until the
      occurrence of such event, issuing to the Registered Warrantholder of any
      Warrant exercised after the record date and prior to completion of such
      event the additional Common Shares issuable by reason of the adjustment
      required by such event before giving effect to such adjustment; provided,
      however, that the Corporation shall deliver to such Registered
      Warrantholder an appropriate instrument evidencing such Registered
      Warrantholder’s right to receive such additional Common Shares upon the
      occurrence of the event requiring such adjustment and the right to receive
      any distributions made on such additional Common Shares declared in favour
      of holders of record of Common Shares on and after the relevant date of
      exercise or such later date as such Registered Warrantholder would, but
      for the provisions of this Section 4.1(e), have become the holder of
      record of such additional Common Shares pursuant to Section 4.1;

	 	 	 
	 	(f) 	
      in any case in which Section 4.1(a)(iii), Section 4.1(b)
      or Section 4.1(c) require that an adjustment be made to the Exercise
      Price, no such adjustment shall be made if the Registered Warrantholders
      of the outstanding Warrants receive, subject to any required stock
      exchange or regulatory approval, the rights or warrants referred to in
      Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options,
      warrants, evidences of indebtedness or assets referred to in Section
      4.1(c), as the case may be, in such kind and number as they would have
      received if they had been holders of Common Shares on the applicable
      record date or effective date, as the case may be, by virtue of their
      outstanding Warrant having then been exercised into Common Shares at the
      Exercise Price in effect on the applicable record date or effective date,
      as the case may be;







- 31 - 

	 	(g) 	
      the adjustments provided for in this Section 4.1 are
      cumulative, and shall, in the case of adjustments to the Exercise Price be
      computed to the nearest whole cent and shall apply to successive
      subdivisions, re- divisions, reductions, combinations, consolidations,
      distributions, issues or other events resulting in any adjustment under
      the provisions of this Section 4.1, provided that, notwithstanding any
      other provision of this Section, no adjustment of the Exercise Price shall
      be required unless such adjustment would require an increase or decrease
      of at least 1% in the Exercise Price then in effect; provided, however,
      that any adjustments which by reason of this Section 4.1(g) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment; and

	 	 	 
	 	(h) 	
      after any adjustment pursuant to this Section 4.1, the
      term “Common Shares” where used in this Indenture shall be
      interpreted to mean securities of any class or classes which, as a result
      of such adjustment and all prior adjustments pursuant to this Section 4.1,
      the Registered Warrantholder is entitled to receive upon the exercise of
      his Warrant, and the number of Common Shares indicated by any exercise
      made pursuant to a Warrant shall be interpreted to mean the number of
      Common Shares or other property or securities a Registered Warrantholder
      is entitled to receive, as a result of such adjustment and all prior
      adjustments pursuant to this Section 4.1, upon the full exercise of a
      Warrant.




	Section 4.2 	Entitlement to Common Shares on Exercise of
      Warrant. 


All Common Shares or shares of
any class of other securities which a Registered Warrantholder is at the time in
question entitled to receive on the exercise of its Warrant, whether or not as a
result of adjustments made pursuant to this Article 4, shall, for the purposes
of the interpretation of this Indenture, be deemed to be Common Shares which
such Registered Warrantholder is entitled to acquire pursuant to such Warrant.


	Section 4.3 	No Adjustment for Certain Transactions.
    


Notwithstanding anything in this
Article 4, no adjustment shall be made in the acquisition rights attached to the
Warrants if the issue of Common Shares is being made pursuant to this Indenture
or in connection with (a) any share incentive plan or restricted share plan or
share purchase plan in force from time to time for directors, officers,
employees, consultants or other service providers of the Corporation; or (b) the
satisfaction of existing instruments issued at the date hereof. 




- 32 - 

	Section 4.4 	Determination by Independent Firm.
  


In the event of any question
arising with respect to the adjustments provided for in this Article 4 such
question shall be conclusively determined by an independent firm of chartered
accountants other than the Auditors, who shall have access to all necessary
records of the Corporation, and such determination shall be binding upon the
Corporation, the Warrant Agent, all holders and all other persons interested
therein. 

	Section 4.5 	Proceedings Prior to any Action Requiring
      Adjustment. 


As a condition precedent to the
taking of any action which would require an adjustment in any of the acquisition
rights pursuant to any of the Warrants, including the number of Common Shares
which are to be received upon the exercise thereof, the Corporation shall take
any action which may, in the opinion of Counsel, be necessary in order that the
Corporation has unissued and reserved in its authorized capital and may validly
and legally issue as fully paid and non-assessable all the Common Shares which
the holders of such Warrants are entitled to receive on the full exercise
thereof in accordance with the provisions hereof. 

	Section 4.6 	Certificate of Adjustment.



The Corporation shall from time
to time immediately after the occurrence of any event which requires an
adjustment or readjustment as provided in Section 4.1, deliver a certificate of
the Corporation to the Warrant Agent specifying the nature of the event
requiring the same and the amount of the adjustment or readjustment necessitated
thereby and setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based, which certificate shall be supported
by a certificate of the Corporation’s Auditors (if required by the Warrant
Agent) verifying such calculation. The Warrant Agent shall rely, and shall be
protected in so doing, upon the certificate of the Corporation or of the
Corporation’s Auditor and any other document filed by the Corporation pursuant
to this Article 4 for all purposes.

	Section 4.7 	Notice of Special Matters.



The Corporation covenants with
the Warrant Agent that, so long as any Warrant remains outstanding, it will give
notice to the Warrant Agent and to the Registered Warrantholders of its
intention to fix a record date that is prior to the Expiry Date for any matter
for which an adjustment may be required pursuant to Section 4.1. Such notice
shall specify the particulars of such event and the record date for such event,
provided that the Corporation shall only be required to specify in the notice
such particulars of the event as shall have been fixed and determined on the
date on which the notice is given. The notice shall be given in each case not
less than 14 days prior to such applicable record date. If
notice has been given and the adjustment is not then determinable, the
Corporation shall promptly, after the adjustment is determinable, file with the
Warrant Agent a computation of the adjustment and give notice to the Registered
Warrantholders of such adjustment computation.




- 33 - 

	Section 4.8 	No Action after Notice.



The Corporation covenants with
the Warrant Agent that it will not close its transfer books or take any other
corporate action which might deprive the Registered Warrantholder of the
opportunity to exercise its right of acquisition pursuant thereto during the
period of 14 days after the giving of the certificate or notices set forth in
Section 4.6 and Section 4.7. 

	Section 4.9 	Other Action. 


If the Corporation, after the
date hereof, shall take any action affecting the Common Shares other than action
described in Section 4.1, which in the reasonable opinion of the directors of
the Corporation would materially affect the rights of Registered Warrantholders,
the Exercise Price and/or Exchange Rate, the number of Common Shares which may
be acquired upon exercise of the Warrants shall be adjusted in such manner and
at such time, by action of the directors, acting reasonably and in good faith,
in their sole discretion as they may determine to be equitable to the Registered
Warrantholders in the circumstances, provided that no such adjustment will be
made unless any requisite prior approval of any stock exchange on which the
Common Shares are listed for trading has been obtained. 

	Section 4.10 	Protection of Warrant Agent.
  


The Warrant Agent shall not: 

	 	(a) 	
      at any time be under any duty or responsibility to any
      Registered Warrantholder to determine whether any facts exist which may
      require any adjustment contemplated by Section 4.1, or with respect to the
      nature or extent of any such adjustment when made, or with respect to the
      method employed in making the same;

	 	 	 
	 	(b) 	
      be accountable with respect to the validity or value (or
      the kind or amount) of any Common Shares or of any other securities or
      property which may at any time be issued or delivered upon the exercise of
      the rights attaching to any Warrant;

	 	 	 
	 	(c) 	
      be responsible for any failure of the Corporation to
      issue, transfer or deliver Common Shares or certificates for the same upon
      the surrender of any Warrants for the purpose of the exercise of
    such rights or to comply with any of the covenants contained
  in this Article; and







- 34 - 

	 	(d) 	
      incur any liability or be in any way responsible for the
      consequences of any breach on the part of the Corporation of any of the
      representations, warranties or covenants herein contained or of any acts
      of the directors, officers, employees, agents or servants of the
      Corporation.




	Section 4.11 	Participation by Warrantholder.
  


No adjustments shall be made
pursuant to this Article 4 if the Registered Warrantholders are entitled to
participate in any event described in this Article 4 on the same terms, mutatis
mutandis, as if the Registered Warrantholders had exercised their Warrants prior
to, or on the effective date or record date of, such event. 

ARTICLE 5 
RIGHTS OF THE CORPORATION AND COVENANTS


	Section 5.1 	Optional Purchases by the Corporation.
    


Subject to compliance with
applicable securities legislation and approval of applicable regulatory
authorities, if any, the Corporation may from time to time purchase by private
contract or otherwise any of the Warrants. Any such purchase shall be made at
the lowest price or prices at which, in the opinion of the directors, such
Warrants are then obtainable, plus reasonable costs of purchase, and may be made
in such manner, from such persons and on such other terms as the Corporation, in
its sole discretion, may determine. In the case of Certificated Warrants,
Warrant Certificates representing the Warrants purchased pursuant to this
Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent
and reflected accordingly on the register of Warrants. In the case of
Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1
shall be reflected accordingly on the register of Warrants and in accordance
with procedures prescribed by the Depository under the book based registration
system. No Warrants shall be issued in replacement thereof. 

	Section 5.2 	General Covenants. 


The Corporation covenants with
the Warrant Agent that so long as any Warrants remain outstanding: 




- 35 - 

	 	(a) 	
      it will reserve and keep available a sufficient number of
      Common Shares for the purpose of enabling it to satisfy its obligations to
      issue Common Shares upon the exercise of the Warrants;

	 	 	 
	 	(b) 	
      it will cause the Common Shares from time to time
      acquired pursuant to the exercise of the Warrants to be duly issued and
      delivered in accordance with the Warrants and the terms hereof;

	 	 	 
	 	(c) 	
      upon payment of the aggregate Exercise Price therefor,
      all Common Shares which shall be issued upon exercise of the right to
      acquire provided for herein shall be fully paid and
  non-assessable;

	 	 	 
	 	(d) 	
      it will use reasonable commercial efforts to maintain its
      existence and carry on its business in the ordinary course;

	 	 	 
	 	(e) 	
      it will use reasonable commercial efforts to ensure that
      all Common Shares outstanding or issuable from time to time (including
      without limitation the Common Shares issuable on the exercise of the
      Warrants) continue to be or are listed and posted for trading on the
      Exchange (or such other Canadian stock exchange acceptable to the
      Corporation), provided that this clause shall not be construed as limiting
      or restricting the Corporation from completing a consolidation,
      amalgamation, arrangement, takeover bid or merger that would result in the
      Common Shares ceasing to be listed and posted for trading on the Exchange,
      so long as the holders of Common Shares receive securities of an entity
      which is listed on a stock exchange in Canada, or cash, or the holders of
      the Common shares have approved the transaction in accordance with the
      requirements of applicable corporate and securities laws and the policies
      of the Exchange;

	 	 	 
	 	(f) 	
      it will make all requisite filings under applicable
      Canadian securities legislation including those necessary to remain a
      reporting issuer not in default in each of the provinces and other
      Canadian jurisdictions where it is or becomes a reporting
issuer;

	 	 	 
	 	(g) 	
      generally, it will well and truly perform and carry out
      all of the acts or things to be done by it as provided in this Indenture;
      and

	 	 	 
	 	(h) 	
      it will promptly notify the Warrant Agent and the
      Warrantholders in writing of any default on the part of the Corporation
      under the terms of this Warrant Indenture which remains unrectified for
      more than five days following its occurrence.







- 36 - 

	Section 5.3 	Warrant Agent’s Remuneration and
      Expenses. 


The Corporation covenants that it
will pay to the Warrant Agent from time to time reasonable remuneration for its
services hereunder and will pay or reimburse the Warrant Agent upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Warrant Agent in the administration or execution of the duties hereunder
(including the reasonable compensation and the disbursements of its Counsel and
all other advisers and assistants not regularly in its employ) both before any
default hereunder and thereafter until all duties of the Warrant Agent hereunder
shall be finally and fully performed, except any such expense, disbursement or
advance as may arise out of or result from the Warrant Agent’s gross negligence,
wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid
after 30 days from the invoice date will bear interest at the then current rate
charged by the Warrant Agent against unpaid invoices and shall be payable upon
demand. This Section shall survive the resignation or removal of the Warrant
Agent and/or the termination of this Indenture. 

	Section 5.4 	Performance of Covenants by Warrant
      Agent. 


If the Corporation shall fail to
perform any of its covenants contained in this Indenture, the Warrant Agent may
notify the Registered Warrantholders of such failure on the part of the
Corporation and may itself perform any of the covenants capable of being
performed by it but, subject to Section 9.2, shall be under no obligation to
perform said covenants or to notify the Registered Warrantholders of such
performance by it. All sums expended or advanced by the Warrant Agent in so
doing shall be repayable as provided in Section 5.3. No such performance,
expenditure or advance by the Warrant Agent shall relieve the Corporation of any
default hereunder or of its continuing obligations under the covenants herein
contained. 

	Section 5.5 	Enforceability of Warrants.
  


The Corporation covenants and
agrees that it is duly authorized to create and issue the Warrants to be issued
hereunder and that the Warrants, when issued and Authenticated as herein
provided, will be valid and enforceable against the Corporation in accordance
with the provisions hereof and the terms hereof and that, subject to the
provisions of this Indenture, the Corporation will cause the Common Shares from
time to time acquired upon exercise of Warrants issued under this Indenture to
be duly issued and delivered in accordance with the terms of this Indenture.





- 37 - 

ARTICLE 6 
ENFORCEMENT 

	Section 6.1 	Suits by Registered Warrantholders.
  


All or any of the rights
conferred upon any Registered Warrantholder by any of the terms of this
Indenture may be enforced by the Registered Warrantholder by appropriate
proceedings but without prejudice to the right which is hereby conferred upon
the Warrant Agent to proceed in its own name to enforce each and all of the
provisions herein contained for the benefit of the Registered Warrantholders.


	Section 6.2 	Suits by the Corporation.



The Corporation shall have the
right to enforce full payment of the Exercise Price of all Common Shares issued
by the Warrant Agent to a Registered Warrantholder hereunder and shall be
entitled to demand such payment from the Registered Warrantholder or
alternatively to instruct the Warrant Agent to cancel the share certificates and
amend the securities register accordingly. 

	Section 6.3 	Immunity of Shareholders, etc.
  


The Warrant Agent and the
Warrantholders hereby waive and release any right, cause of action or remedy now
or hereafter existing in any jurisdiction against any incorporator or any past,
present or future shareholder, trustee, employee or agent of the Corporation or
any successor entity on any covenant, agreement, representation or warranty by
the Corporation herein. 

	Section 6.4 	Waiver of Default. 


Upon the happening of any default
hereunder: 

	 	(a) 	
      the Registered Warrantholders of not less than 51% of the
      Warrants then outstanding shall have power (in addition to the powers
      exercisable by Extraordinary Resolution) by requisition in writing to
      instruct the Warrant Agent to waive any default hereunder and the Warrant
      Agent shall thereupon waive the default upon such terms and conditions as
      shall be prescribed in such requisition; or

	 	 	 
	 	(b) 	
      the Warrant Agent shall have power to waive any default
      hereunder upon such terms and conditions as the Warrant Agent may deem
      advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion,
      based on the advice of Counsel, the same shall have been cured or adequate
      provision made therefor;







- 38 - 

provided that no delay or omission of the Warrant Agent or of
the Registered Warrantholders to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein and provided further that no
act or omission either of the Warrant Agent or of the Registered Warrantholders
in the premises shall extend to or be taken in any manner whatsoever to affect
any subsequent default hereunder of the rights resulting therefrom. 

ARTICLE 7 
MEETINGS OF REGISTERED WARRANTHOLDERS


	Section 7.1 	Right to Convene Meetings.



The Warrant Agent may at any time
and from time to time, and shall on receipt of a written request of the
Corporation or of a Warrantholders’ Request and upon being indemnified and
funded to its reasonable satisfaction by the Corporation or by the Registered
Warrantholders signing such Warrantholders’ Request against the costs which may
be incurred in connection with the calling and holding of such meeting, convene
a meeting of the Registered Warrantholders. If the Warrant Agent fails to so
call a meeting within seven days after receipt of such written request of the
Corporation or such Warrantholders’ Request and the indemnity and funding given
as aforesaid, the Corporation or such Registered Warrantholders, as the case may
be, may convene such meeting. Every such meeting shall be held in the City of
Vancouver or at such other place as may be approved or determined by the Warrant
Agent. 

	Section 7.2 	Notice. 


At least 21 days’ prior written
notice of any meeting of Registered Warrantholders shall be given to the
Registered Warrantholders in the manner provided for in Section 10.2 and a copy
of such notice shall be sent by mail to the Warrant Agent (unless the meeting
has been called by the Warrant Agent) and to the Corporation (unless the meeting
has been called by the Corporation). Such notice shall state the time when and
the place where the meeting is to be held, shall state briefly the general
nature of the business to be transacted thereat and shall contain such
information as is reasonably necessary to enable the Registered Warrantholders
to make a reasoned decision on the matter, but it shall not be necessary for any
such notice to set out the terms of any resolution to be proposed or any of the
provisions of this Section 7.2. 

	Section 7.3 	Chairman. 


An individual (who need not be a
Registered Warrantholder) designated in writing by the Warrant Agent shall be
chairman of the meeting and if no individual is so designated, or if the individual so designated is not
present within fifteen minutes from the time fixed for the holding of the
meeting, the Registered Warrantholders present in person or by proxy shall
choose an individual present to be chairman. 




- 39 - 

	Section 7.4 	Quorum. 


Subject to the provisions of
Section 7.11, at any meeting of the Registered Warrantholders a quorum shall
consist of at least two Registered Warrantholders present in person or by proxy
holding at least 25% of the then outstanding Warrants. If a quorum of the
Registered Warrantholders shall not be present within thirty minutes from the
time fixed for holding any meeting, the meeting, if summoned by Registered
Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any
other case the meeting shall be adjourned to the same day in the next week
(unless such day is not a Business Day, in which case it shall be adjourned to
the next following Business Day) at the same time and place and no notice of the
adjournment need be given. Any business may be brought before or dealt with at
an adjourned meeting which might have been dealt with at the original meeting in
accordance with the notice calling the same. No business shall be transacted at
any meeting unless a quorum is present at the commencement of business. At the
adjourned meeting the Registered Warrantholders present in person or by proxy
shall form a quorum and may transact the business for which the meeting was
originally convened, notwithstanding that they may not be holding at least 25%
of the then outstanding Warrants. 

	Section 7.5 	Power to Adjourn. 


The chairman of any meeting at
which a quorum of the Registered Warrantholders is present may, with the consent
of the meeting, adjourn any such meeting, and no notice of such adjournment need
be given except such notice, if any, as the meeting may prescribe. 

	Section 7.6 	Show of Hands. 


Every question submitted to a
meeting shall be decided in the first place by a majority of the votes given on
a show of hands except that votes on an Extraordinary Resolution shall be given
in the manner hereinafter provided. At any such meeting, unless a poll is duly
demanded as herein provided, a declaration by the chairman that a resolution has
been carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be conclusive evidence of the fact. 




- 40 - 

	Section 7.7 	Poll and Voting.




	(1) 	
      On every Extraordinary Resolution, and on any other
      question submitted to a meeting and after a vote by show of hands when
      demanded by the chairman or by one or more of the Registered
      Warrantholders acting in person or by proxy and holding at least 5% of the
      aggregate number of Warrants then outstanding, a poll shall be taken in
      such manner as the chairman shall direct. Questions other than those
      required to be determined by Extraordinary Resolution shall be decided by
      a majority of the votes cast on the poll.

	 	 
	(2) 	
      On a show of hands, every person who is present and
      entitled to vote, whether as a Registered Warrantholder or as proxy for
      one or more absent Registered Warrantholders, or both, shall have one
      vote. On a poll, each Registered Warrantholder present in person or
      represented by a proxy duly appointed by instrument in writing shall be
      entitled to one vote in respect of each Warrant then held or represented
      by it. A proxy need not be a Registered Warrantholder. The chairman of any
      meeting shall be entitled, both on a show of hands and on a poll, to vote
      in respect of the Warrants, if any, held or represented by
  him.




	Section 7.8 	Regulations. 



	(1) 	
      The Warrant Agent, or the Corporation with the approval
      of the Warrant Agent, may from time to time make and from time to time
      vary such regulations as it shall think fit for the setting of the record
      date for a meeting for the purpose of determining Registered
      Warrantholders entitled to receive notice of and to vote at the
      meeting.

	 	 
	(2) 	
      Any regulations so made shall be binding and effective
      and the votes given in accordance therewith shall be valid and shall be
      counted. Save as such regulations may provide, the only persons who shall
      be recognized at any meeting as a Registered Warrantholder, or be entitled
      to vote or be present at the meeting in respect thereof (subject to
      Section 7.9), shall be Registered Warrantholders or proxies of Registered
      Warrantholders.




	Section 7.9 	Corporation and Warrant Agent May be
      Represented. 


The Corporation and the Warrant
Agent, by their respective directors, officers, agents, and employees and the
Counsel for the Corporation and for the Warrant Agent may attend any meeting of
the Registered Warrantholders. Any Warrants owned or held for the account of the
Corporation or a subsidiary of the Corporation shall be deemed not to be
outstanding for the purpose of any vote, approval or computation of quorum. 




- 41 - 

	Section 7.10 	Powers Exercisable by Extraordinary
      Resolution. 


In addition to all other powers
conferred upon them by any other provisions of this Indenture or by law, the
Registered Warrantholders at a meeting shall, subject to the provisions of
Section 7.11, have the power exercisable from time to time by Extraordinary
Resolution: 

	 	(a) 	
      to agree to any modification, abrogation, alteration,
      compromise or arrangement of the rights of Registered Warrantholders or
      the Warrant Agent in its capacity as warrant agent hereunder (subject to
      the Warrant Agent’s prior consent, acting reasonably) or on behalf of the
      Registered Warrantholders against the Corporation whether such rights
      arise under this Indenture or otherwise, provided that, for greater
      certainty, no rights or obligation of the Corporation under this Indenture
      or the Warrants will be adversely affected without the Corporation’s
      consent;

	 	 	 
	 	(b) 	
      to amend, alter or repeal any Extraordinary Resolution
      previously passed or sanctioned by the Registered
Warrantholders;

	 	 	 
	 	(c) 	
      to direct or to authorize the Warrant Agent, subject to
      Section 9.2(2) hereof, to enforce any of the covenants on the part of the
      Corporation contained in this Indenture or to enforce any of the rights of
      the Registered Warrantholders in any manner specified in such
      Extraordinary Resolution or to refrain from enforcing any such covenant or
      right;

	 	 	 
	 	(d) 	
      to waive, and to direct the Warrant Agent to waive, any
      default on the part of the Corporation in complying with any provisions of
      this Indenture either unconditionally or upon any conditions specified in
      such Extraordinary Resolution;

	 	 	 
	 	(e) 	
      to restrain any Registered Warrantholder from taking or
      instituting any suit, action or proceeding against the Corporation for the
      enforcement of any of the covenants on the part of the Corporation in this
      Indenture or to enforce any of the rights of the Registered
      Warrantholders;

	 	 	 
	 	(f) 	
      to direct any Registered Warrantholder who, as such, has
      brought any suit, action or proceeding to stay or to discontinue or
      otherwise to deal with the same upon payment of the costs, charges and
      expenses reasonably and properly incurred by such Registered Warrantholder
      in connection therewith;







- 42 - 

	 	(g) 	
      to assent to any change in or omission from the
      provisions contained in this Indenture or any ancillary or supplemental
      instrument which may be agreed to by the Corporation, and to authorize the
      Warrant Agent to concur in and execute any ancillary or supplemental
      indenture embodying the change or omission;

	 	 	 
	 	(h) 	
      with the consent of the Corporation, such consent not to
      be unreasonably withheld, to remove the Warrant Agent or its successor in
      office and to appoint a new warrant agent or warrant agents to take the
      place of the Warrant Agent so removed; and

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




	Section 7.11 	Meaning of Extraordinary Resolution.
  



	(1) 	
      The expression “Extraordinary Resolution” when
      used in this Indenture means, subject as hereinafter provided in this
      Section 7.11 and in Section 7.14, a resolution proposed at a meeting of
      Registered Warrantholders duly convened for that purpose and held in
      accordance with the provisions of this Article 7 at which there are
      present in person or by proxy Registered Warrantholders holding at least
      25% of the Warrants then outstanding and passed by the affirmative votes
      of Registered Warrantholders holding not less than 66 2/3% of the
      aggregate number of the Warrants represented at the meeting and voted on
      the poll upon such resolution. 

	  	
       

	(2) 	
      If, at the meeting at which an Extraordinary Resolution
      is to be considered, Registered Warrantholders holding at least 25% of the
      aggregate number of the Warrants then outstanding are not present in
      person or by proxy within 30 minutes after the time appointed for the
      meeting, then the meeting, if convened by Registered Warrantholders or on
      a Warrantholders’ Request, shall be dissolved; but in any other case it
      shall stand adjourned to such day, being not less than 15 or more than 60
      days later, and to such place and time as may be appointed by the
      chairman. Not less than 14 days’ prior notice shall be given of the time
      and place of such adjourned meeting in the manner provided for in Section
      10.2. Such notice shall state that at the adjourned meeting the Registered
      Warrantholders present in person or by proxy shall form a quorum but it
      shall not be necessary to set forth the purposes for which the meeting was
      originally called or any other particulars. At the adjourned meeting the
      Registered Warrantholders present in person or by proxy shall form a
      quorum and may transact the business for which the meeting was originally
      convened and a resolution proposed at such adjourned meeting and passed by the
      requisite vote as provided in Section 7.11(1) shall be an Extraordinary
      Resolution within the meaning of this Indenture notwithstanding that
      Registered Warrantholders holding at least 25% of the then outstanding
      Warrants are not present in person or by proxy at such adjourned
  meeting.







- 43 - 

	(3) 	
      Subject to Section 7.14, votes on an Extraordinary
      Resolution shall always be given on a poll and no demand for a poll on an
      Extraordinary Resolution shall be necessary.




	Section 7.12 	Powers Cumulative. 


Any one or more of the powers or
any combination of the powers in this Indenture stated to be exercisable by the
Registered Warrantholders by Extraordinary Resolution or otherwise may be
exercised from time to time and the exercise of any one or more of such powers
or any combination of powers from time to time shall not be deemed to exhaust
the right of the Registered Warrantholders to exercise such power or powers or
combination of powers then or thereafter from time to time. 

	Section 7.13 	Minutes. 


Minutes of all resolutions and
proceedings at every meeting of Registered Warrantholders shall be made and duly
entered in books to be provided from time to time for that purpose by the
Warrant Agent at the expense of the Corporation, and any such minutes as
aforesaid, if signed by the chairman or the secretary of the meeting at which
such resolutions were passed or proceedings had shall be prima facie evidence of
the matters therein stated and, until the contrary is proved, every such meeting
in respect of the proceedings of which minutes shall have been made shall be
deemed to have been duly convened and held, and all resolutions passed thereat
or proceedings taken shall be deemed to have been duly passed and taken. 

	Section 7.14 	Instruments in Writing.



All actions which may be taken
and all powers that may be exercised by the Registered Warrantholders at a
meeting held as provided in this Article 7 may also be taken and exercised by
Registered Warrantholders holding at least 66 2/3% of the aggregate number of
all of the Warrants then outstanding by an instrument in writing signed in one
or more counterparts by such Registered Warrantholders in person or by attorney
duly appointed in writing, and the expression “Extraordinary Resolution”
when used in this Indenture shall include an instrument so signed. 




- 44 - 

	Section 7.15 	Binding Effect of Resolutions.
  


Every resolution and every
Extraordinary Resolution passed in accordance with the provisions of this
Article 7 at a meeting of Registered Warrantholders shall be binding upon all
the Warrantholders, whether present at or absent from such meeting, and every
instrument in writing signed by Registered Warrantholders in accordance with
Section 7.14 shall be binding upon all the Warrantholders, whether signatories
thereto or not, and each and every Warrantholder and the Warrant Agent (subject
to the provisions for indemnity herein contained) shall be bound to give effect
accordingly to every such resolution and instrument in writing. 

	Section 7.16 	Holdings by Corporation Disregarded.
  


In determining whether Registered
Warrantholders holding the required number of Warrants are present at a meeting
of Registered Warrantholders for the purpose of determining a quorum or have
concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’
Request or other action under this Indenture, Warrants owned legally or
beneficially by the Corporation shall be disregarded in accordance with the
provisions of Section 10.7. 

ARTICLE 8 
SUPPLEMENTAL INDENTURES 

	Section 8.1 	Provision for Supplemental Indentures for
      Certain Purposes. 


From time to time, the
Corporation (when authorized by action of the directors) and the Warrant Agent
may, subject to the provisions hereof and they shall, when so directed in
accordance with the provisions hereof, execute and deliver by their proper
officers, indentures or instruments supplemental hereto, which thereafter shall
form part hereof, for any one or more or all of the following purposes: 

	 	(a) 	
      setting forth any adjustments resulting from the
      application of the provisions of Article 4;

	 	 	 
	 	(b) 	
      adding to the provisions hereof such additional covenants
      and enforcement provisions as, in the opinion of Counsel, are necessary or
      advisable in the premises, provided that the same are not in the opinion
      of the Warrant Agent, relying on the advice of Counsel, prejudicial to the
      interests of the Registered Warrantholders;

	 	 	 
	 	(c) 	
      giving effect to any Extraordinary Resolution passed as
      provided in Section 7.11;







- 45 - 

	 	(d) 	
      making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder or for the purpose of obtaining a listing or
      quotation of the Warrants on any stock exchange, provided that such
      provisions are not, in the opinion of the Warrant Agent, relying on the
      advice of Counsel, prejudicial to the interests of the Registered
      Warrantholders;

	 	 	 
	 	(e) 	
      adding to or altering the provisions hereof in respect of
      the transfer of Warrants, making provision for the exchange of Warrants,
      and making any modification in the form of the Warrant Certificates which
      does not affect the substance thereof;

	 	 	 
	 	(f) 	
      modifying any of the provisions of this Indenture,
      including relieving the Corporation from any of the obligations,
      conditions or restrictions herein contained, provided that such
      modification or relief shall be or become operative or effective only if,
      in the opinion of the Warrant Agent, relying on the advice of Counsel,
      such modification or relief in no way prejudices any of the rights of the
      Registered Warrantholders or of the Warrant Agent, and provided further
      that the Warrant Agent may in its sole discretion decline to enter into
      any such supplemental indenture which in its opinion may not afford
      adequate protection to the Warrant Agent when the same shall become
      operative;

	 	 	 
	 	(g) 	
      providing for the issuance of additional Warrants
      hereunder, including Warrants in excess of the number set out in Section
      2.1 and any consequential amendments hereto as may be required by the
      Warrant Agent relying on the advice of Counsel;

	 	 	 
	 	(h) 	
      for any other purpose not inconsistent with the terms of
      this Indenture, including the correction or rectification of any
      ambiguities, defective or inconsistent provisions, errors, mistakes or
      omissions herein, provided that in the opinion of the Warrant Agent,
      relying on the advice of Counsel, the rights of the Warrant Agent and of
      the Registered Warrantholders are in no way prejudiced
  thereby.




	Section 8.2 	Successor Entities. 


In the case of the consolidation,
amalgamation, arrangement, merger or transfer of the undertaking or assets of
the Corporation as an entirety or substantially as an entirety to or with
another entity (“successor entity”), the successor entity resulting from
such consolidation, amalgamation, arrangement, merger or transfer (if not the
Corporation) shall expressly assume, by supplemental indenture satisfactory in
form to the Warrant Agent and executed and delivered to the Warrant Agent, the
due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed
and observed by the Corporation. 




- 46 - 

ARTICLE 9 
CONCERNING THE WARRANT AGENT 

	Section 9.1 	Trust Indenture Legislation.
  



	(1) 	
      If and to the extent that any provision of this Indenture
      limits, qualifies or conflicts with a mandatory requirement of Applicable
      Legislation, such mandatory requirement shall prevail.

	 	 
	(2) 	
      The Corporation and the Warrant Agent agree that each
      will, at all times in relation to this Indenture and any action to be
      taken hereunder, observe and comply with and be entitled to the benefits
      of Applicable Legislation.




	Section 9.2 	Rights and Duties of Warrant Agent.
  



	(1) 	
      In the exercise of the rights and duties prescribed or
      conferred by the terms of this Indenture, the Warrant Agent shall exercise
      that degree of care, diligence and skill that a reasonably prudent warrant
      agent would exercise in comparable circumstances. No provision of this
      Indenture shall be construed to relieve the Warrant Agent from liability
      for its own gross negligent action, wilful misconduct, bad faith or fraud
      under this Indenture.

	 	 
	(2) 	
      The obligation of the Warrant Agent to commence or
      continue any act, action or proceeding for the purpose of enforcing any
      rights of the Warrant Agent or the Registered Warrantholders hereunder
      shall be conditional upon the Registered Warrantholders furnishing, when
      required by notice by the Warrant Agent, sufficient funds to commence or
      to continue such act, action or proceeding and an indemnity reasonably
      satisfactory to the Warrant Agent to protect and to hold harmless the
      Warrant Agent and its officers, directors, employees and agents, against
      the costs, charges and expenses and liabilities to be incurred thereby and
      any loss and damage it may suffer by reason thereof. None of the
      provisions contained in this Indenture shall require the Warrant Agent to
      expend or to risk its own funds or otherwise to incur financial liability
      in the performance of any of its duties or in the exercise of any of its
      rights or powers unless indemnified and funded as aforesaid.

	 	 
	(3) 	
      The Warrant Agent may, before commencing or at any time
      during the continuance of any such act, action or proceeding, require the
      Registered Warrantholders, at whose instance it is acting to deposit with
      the Warrant Agent the Warrants Certificates held by them, for which
      Warrants the Warrant Agent shall issue
receipts.







- 47 - 

	(4) 	
      Every provision of this Indenture that by its terms
      relieves the Warrant Agent of liability or entitles it to rely upon any
      evidence submitted to it is subject to the provisions of Applicable
      Legislation.




	Section 9.3 	Evidence, Experts and Advisers.
  



	(1) 	
      In addition to the reports, certificates, opinions and
      other evidence required by this Indenture, the Corporation shall furnish
      to the Warrant Agent such additional evidence of compliance with any
      provision hereof, and in such form, as may be prescribed by Applicable
      Legislation or as the Warrant Agent may reasonably require by written
      notice to the Corporation.

	 	 
	(2) 	
      In the exercise of its rights and duties hereunder, the
      Warrant Agent may, if it is acting in good faith, rely as to the truth of
      the statements and the accuracy of the opinions expressed in statutory
      declarations, opinions, reports, written requests, consents, or orders of
      the Corporation, certificates of the Corporation or other evidence
      furnished to the Warrant Agent pursuant to a request of the Warrant Agent,
      provided that such evidence complies with Applicable Legislation and that
      the Warrant Agent complies with Applicable Legislation and that the
      Warrant Agent examines the same and determines that such evidence complies
      with the applicable requirements of this Indenture.

	 	 
	(3) 	
      Whenever it is provided in this Indenture or under
      Applicable Legislation that the Corporation shall deposit with the Warrant
      Agent resolutions, certificates, reports, opinions, requests, orders or
      other documents, it is intended that the truth, accuracy and good faith on
      the effective date thereof and the facts and opinions stated in all such
      documents so deposited shall, in each and every such case, be conditions
      precedent to the right of the Corporation to have the Warrant Agent take
      the action to be based thereon.

	 	 
	(4) 	
      The Warrant Agent may employ or retain such Counsel,
      accountants, appraisers or other experts or advisers as it may reasonably
      require for the purpose of discharging its duties hereunder and may pay
      reasonable remuneration for all services so performed by any of them,
      without taxation of costs of any Counsel, and shall not be responsible for
      any misconduct or negligence on the part of any such experts or advisers
      who have been appointed with due care by the Warrant Agent.

	 	 
	(5) 	
      The Warrant Agent may act and rely and shall be protected
      in acting and relying in good faith on the opinion or advice of or
      information obtained from any Counsel, accountant, appraiser, engineer or
      other expert or adviser, whether retained or employed by the Corporation
      or by the Warrant Agent, in relation to any matter arising in the
      administration of the agency hereof.







- 48 - 

	Section 9.4 	Documents, Monies, etc. Held by Warrant
      Agent. 



	(1) 	
      Any monies, securities, documents of title or other
      instruments that may at any time be held by the Warrant Agent shall be
      placed in the deposit vaults of the Warrant Agent or of any Canadian
      chartered bank listed in Schedule I of the Bank Act (Canada), or
      deposited for safekeeping with any such bank. Any monies held pending the
      application or withdrawal thereof under any provisions of this Indenture,
      shall be held, invested and reinvested in “Permitted Investments” as
      directed in writing by the Corporation. “Permitted Investments” shall be
      treasury bills guaranteed by the Government of Canada having a term to
      maturity not to exceed ninety (90) days, or term deposits or bankers’
      acceptances of a Canadian chartered bank having a term to maturity not to
      exceed ninety (90) days, or such other investments that is in accordance
      with the Warrant Agent’s standard type of investments. Unless otherwise
      specifically provided herein, all interest or other income received by the
      Warrant Agent in respect of such deposits and investments shall belong to
      the Corporation.

	 	 
	(2) 	
      Any written direction for the investment or release of
      funds received shall be received by the Warrant Agent by 9:00a.m.
      (Vancouver time) on the Business Day on which such investment or release
      is to be made, failing which such direction will be handled on a
      commercially reasonable efforts basis and may result in funds being
      invested or released on the next Business Day.

	 	 
	(3) 	
      The Warrant Agent shall have no responsibility or
      liability for any diminution of any funds resulting from any investment
      made in accordance with this Indenture, including any losses on any
      investment liquidated prior to maturity in order to make a payment
      required hereunder.

	 	 
	(4) 	
      In the event that the Warrant Agent does not receive a
      direction or only a partial direction, the Warrant Agent may hold cash
      balances constituting part or all of such monies and may, but need not,
      invest same in its deposit department, the deposit department of one of
      its affiliates, or the deposit department of a Canadian chartered bank;
      but the Warrant Agent, its affiliates or a Canadian chartered bank shall
      not be liable to account for any profit to any parties to this Indenture
      or to any other person or entity.




	Section 9.5 	Actions by Warrant Agent to Protect
      Interest. 


The Warrant Agent shall have
power to institute and to maintain such actions and proceedings as it may
consider necessary or expedient to preserve, protect or enforce its interests
and the interests of the Registered Warrantholders. 




- 49 - 

	Section 9.6 	Warrant Agent Not Required to Give
      Security. 


The Warrant Agent shall not be
required to give any bond or security in respect of the execution of the agency
and powers of this Indenture or otherwise in respect of the premises. 

	Section 9.7 	Protection of Warrant Agent.
  


By way of supplement to the
provisions of any law for the time being relating to the Warrant Agent it is
expressly declared and agreed as follows: 

	 	(a) 	
      the Warrant Agent shall not be liable for or by reason of
      any statements of fact or recitals in this Indenture or in the Warrant
      Certificates (except the representation contained in Section 9.9 or in the
      authentication of the Warrant Agent on the Warrant Certificates) or be
      required to verify the same, but all such statements or recitals are and
      shall be deemed to be made by the Corporation;

	 	 	 
	 	(b) 	
      nothing herein contained shall impose any obligation on
      the Warrant Agent to see to or to require evidence of the registration or
      filing (or renewal thereof) of this Indenture or any instrument ancillary
      or supplemental hereto;

	 	 	 
	 	(c) 	
      the Warrant Agent shall not be bound to give notice to
      any person or persons of the execution hereof;

	 	 	 
	 	(d) 	
      the Warrant Agent shall not incur any liability or
      responsibility whatever or be in any way responsible for the consequence
      of any breach on the part of the Corporation of any of its covenants
      herein contained or of any acts of any directors, officers, employees,
      agents or servants of the Corporation;

	 	 	 
	 	(e) 	
      the Corporation hereby indemnifies and agrees to hold
      harmless the Warrant Agent, its affiliates, their officers, directors,
      employees, agents, successors and assigns (the “Indemnified Parties”) from
      and against any and all liabilities whatsoever, losses, damages,
      penalties, claims, demands, actions, suits, proceedings, costs, charges,
      assessments, judgments, expenses and disbursements, including reasonable
      legal fees and disbursements of whatever kind and nature which may at any
      time be imposed on or incurred by or asserted against the Indemnified
      Parties, or any of them, whether at law or in equity, in any way caused by
      or arising, directly or indirectly, in respect of any act, deed, matter or
      thing whatsoever made, done, acquiesced in or omitted in or about or in
      relation to the execution of the Indemnified Parties’ duties, or any other
      services that Warrant Agent may provide in connection with or in any way
      relating to this Indenture. The Corporation agrees that its liability
      hereunder shall be absolute and unconditional regardless of the
      correctness of any representations of any third parties and regardless of
      any liability of third parties to the Indemnified Parties, and shall
      accrue and become enforceable without prior demand or any other precedent
      action or proceeding; provided that the Corporation shall not be required
      to indemnify the Indemnified Parties in the event of the gross negligence
      or wilful misconduct of the Warrant Agent, and this provision shall
      survive the resignation or removal of the Warrant Agent or the termination
  or discharge of this Indenture; and







- 50 - 

	 	(f) 	
      notwithstanding the foregoing or any other provision of
      this Indenture, any liability of the Warrant Agent shall be limited, in
      the aggregate, to the amount of annual retainer fees paid by the
      Corporation to the Warrant Agent under this Indenture in the twelve (12)
      months immediately prior to the Warrant Agent receiving the first notice
      of the claim. Notwithstanding any other provision of this Indenture, and
      whether such losses or damages are foreseeable or unforeseeable, the
      Warrant Agent shall not be liable under any circumstances whatsoever for
      any (a) breach by any other party of securities law or other rule of any
      securities regulatory authority, (b) lost profits or (c) special,
      indirect, incidental, consequential, exemplary, aggravated or punitive
      losses or damages.




	Section 9.8 	Replacement of Warrant Agent; Successor by
      Merger. 



	(1) 	
      The Warrant Agent may resign its agency and be discharged
      from all further duties and liabilities hereunder, subject to this Section
      9.8, by giving to the Corporation not less than 60 days’ prior notice in
      writing or such shorter prior notice as the Corporation may accept as
      sufficient. The Registered Warrantholders by Extraordinary Resolution
      shall have power at any time to remove the existing Warrant Agent and to
      appoint a new warrant agent. In the event of the Warrant Agent resigning
      or being removed as aforesaid or being dissolved, becoming bankrupt, going
      into liquidation or otherwise becoming incapable of acting hereunder, the
      Corporation shall forthwith appoint a new warrant agent unless a new
      warrant agent has already been appointed by the Registered Warrantholders;
      failing such appointment by the Corporation, the retiring Warrant Agent or
      any Registered Warrantholder may apply to a judge of the Province of
      British Columbia on such notice as such judge may direct, for the
      appointment of a new warrant agent; but any new warrant agent so appointed
      by the Corporation or by the Court shall be subject to removal as
      aforesaid by the Registered Warrantholders. Any new warrant agent
      appointed under any provision of this Section 9.8 shall be
  an entity authorized to carry on the business of a trust
      company in the Province of British Columbia and, if required by the
      Applicable Legislation for any other provinces, in such other provinces.
      On any such appointment the new warrant agent shall be vested with the
      same powers, rights, duties and responsibilities as if it had been
  originally named herein as Warrant Agent hereunder.







- 51 - 

	(2) 	
      Upon the appointment of a successor warrant agent, the
      Corporation shall promptly notify the Registered Warrantholders thereof in
      the manner provided for in Section 10.2.

	 	 
	(3) 	
      Any Warrant Certificates Authenticated but not delivered
      by a predecessor Warrant Agent may be Authenticated by the successor
      Warrant Agent in the name of the predecessor or successor Warrant
      Agent.

	 	 
	(4) 	
      Any corporation into which the Warrant Agent may be
      merged or consolidated or amalgamated, or any corporation resulting
      therefrom to which the Warrant Agent shall be a party, or any corporation
      succeeding to substantially the corporate trust business of the Warrant
      Agent shall be the successor to the Warrant Agent hereunder without
      any further act on its part or any of the parties hereto, provided that
      such corporation would be eligible for appointment as successor Warrant
      Agent under Section 9.8(1).




	Section 9.9 	Acceptance of Agency



The Warrant Agent hereby accepts
the agency in this Indenture declared and provided for and agrees to perform the
same upon the terms and conditions herein set forth. 

	Section 9.10 	Warrant Agent Not to be Appointed
      Receiver. 


The Warrant Agent and any person
related to the Warrant Agent shall not be appointed a receiver, a receiver and
manager or liquidator of all or any part of the assets or undertaking of the
Corporation. 

	Section 9.11 	Warrant Agent Not Required to Give Notice of
      Default. 


The Warrant Agent shall not be
bound to give any notice or do or take any act, action or proceeding by virtue
of the powers conferred on it hereby unless and until it shall have been
required so to do under the terms hereof; nor shall the Warrant Agent be
required to take notice of any default hereunder, unless and until notified in
writing of such default, which notice shall distinctly specify the default
desired to be brought to the attention of the Warrant Agent and in the absence
of any such notice the Warrant Agent may for all purposes of this Indenture
conclusively assume that no default has been made in the observance or performance of any of the representations, warranties,
covenants, agreements or conditions contained herein. Any such notice shall in
no way limit any discretion herein given to the Warrant Agent to determine
whether or not the Warrant Agent shall take action with respect to any default.




- 52 - 

	Section 9.12 	Anti-Money Laundering.




	(1) 	
      Each party to this Agreement other than the Warrant Agent
      hereby represents to the Warrant Agent that any account to be opened by,
      or interest to be held by the Warrant Agent in connection with this
      Agreement, for or to the credit of such party, either (i) is not intended
      to be used by or on behalf of any third party; or (ii) is intended to be
      used by or on behalf of a third party, in which case such party hereto
      agrees to complete and execute forthwith a declaration in the Warrant
      Agent’s prescribed form as to the particulars of such third
  party.

	 	 
	(2) 	
      The Warrant Agent shall retain the right not to act and
      shall not be liable for refusing to act if, due to a lack of information
      or for any other reason whatsoever, the Warrant Agent, in its sole
      judgment, determines that such act might cause it to be in non-compliance
      with any applicable anti-money laundering, anti-terrorist or economic
      sanctions legislation, regulation or guideline. Further, should the
      Warrant Agent, in its sole judgment, determine at any time that its acting
      under this Agreement has resulted in its being in non-compliance with any
      applicable anti-money laundering, anti-terrorist or economic sanctions
      legislation, regulation or guideline, then it shall have the right to
      resign on ten (10) days written notice to the other parties to this
      Agreement, provided (i) that the Warrant Agent's written notice shall
      describe the circumstances of such non-compliance; and (ii) that if such
      circumstances are rectified to the Warrant Agent's satisfaction within
      such ten (10) day period, then such resignation shall not be
    effective.




	Section 9.13 	Compliance with Privacy Code.
  


The parties acknowledge that the
Warrant Agent may, in the course of providing services hereunder, collect or
receive financial and other personal information about such parties and/or their
representatives, as individuals, or about other individuals related to the
subject matter hereof, and use such information for the following purposes: 

	 	(a) 	
      to provide the services required under this Indenture and
      other services that may be requested from time to time;

	 	 	 
	 	(b) 	
      to help the Warrant Agent manage its servicing
      relationships with such individuals;







- 53 - 

	 	(c) 	
      to meet the Warrant Agent’s legal and regulatory
      requirements; and

	 	 	 
	 	(d) 	
      if Social Insurance Numbers are collected by the Warrant
      Agent, to perform tax reporting and to assist in verification of an
      individual’s identity for security purposes.



Each party acknowledges and
agrees that the Warrant Agent may receive, collect, use and disclose personal
information provided to it or acquired by it in the course of this Indenture for
the purposes described above and, generally, in the manner and on the terms
described in its Privacy Code, which the Warrant Agent shall make available on
its website, www.computershare.com, or upon request, including revisions
thereto. The Warrant Agent may transfer personal information to other companies
in or outside of Canada that provide data processing and storage or other
support in order to facilitate the services it provides. 

Further, each party agrees that
it shall not provide or cause to be provided to the Warrant Agent any personal
information relating to an individual who is not a party to this Indenture
unless that party has assured itself that such individual understands and has
consented to the aforementioned uses and disclosures. 

	Section 9.14 	Securities Exchange Commission
      Certification. 


Currently reporting: 

The Corporation confirms that it has either (i) a class of
securities registered pursuant to Section 12 of the US Securities Exchange Act
of 1934, as amended (the "Act”); or (ii) a reporting obligation pursuant to
Section 15(d) of the Act, and has provided the Warrant Agent with an Officers’
Certificate (in a form provided by the Warrant Agent certifying such reporting
obligation and other information as requested by the Warrant Agent. The
Corporation covenants that in the event that any such registration or reporting
obligation shall be terminated by the Corporation in accordance with the Act,
the Corporation shall promptly notify the Warrant Agent of such termination and
such other information as the Warrant Agent may require at the time. The
Corporation acknowledges that Computershare is relying upon the foregoing
representation and covenants in order to meet certain United States Securities
and Exchange Commission (“SEC”) obligations with respect to those clients
who are filing with the SEC. 




- 54 - 

ARTICLE 10 
GENERAL 

	Section 10.1 	Notice to the Corporation and the Warrant
      Agent. 



	(1) 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation or the Warrant Agent shall be deemed
      to be validly given if delivered, sent by registered letter, postage
      prepaid or if faxed:




	 	(a) 	
      If to the Corporation:



Northern Dynasty Minerals Ltd.

15th Floor – 1040 West Georgia Street

Vancouver, BC 
V6E 4H1 

Attention: Trevor Thomas, Corporate
Secretary 

Facsimile number: (604) 684-8092


	 	(b) 	
      If to the Warrant Agent:



Computershare Trust Company of
Canada 
3rd Floor – 510 Burrard Street

Vancouver, BC 
V6C 3B9 

Attention: Corporate Trust
Manager 

E-Mail: corporatetrust.vancouver@computershare.com

and any such notice delivered in
accordance with the foregoing shall be deemed to have been received and given on
the date of delivery or, if mailed, on the fifth Business Day following the date
of mailing such notice or, if faxed, on the next Business Day following the date
of transmission. 

	(2) 	
      The Corporation or the Warrant Agent, as the case may be,
      may from time to time notify the other in the manner provided in Section
      10.1(1) of a change of address which, from the effective date of such
      notice and until changed by like notice, shall be the address of the
      Corporation or the Warrant Agent, as the case may be, for all purposes of
      this Indenture.

	 	 
	(3) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered
unlikely to reach its destination, such notice shall be valid and effective only
if it is delivered to the named officer of the party to which it is addressed,
as provided in Section 10.1(1), or given by facsimile or other means of prepaid,
transmitted and recorded communication. 







- 55 - 

	Section 10.2 	Notice to Registered Warrantholders.
  



	(1) 	
      Unless otherwise provided herein, notice to the
      Registered Warrantholders under the provisions of this Indenture shall be
      valid and effective if delivered or sent by ordinary prepaid post
      addressed to such holders at their post office addresses appearing on the
      register hereinbefore mentioned and shall be deemed to have been
      effectively received and given on the date of delivery or, if mailed, on
      the third Business Day following the date of mailing such notice. In the
      event that Warrants are held in the name of the Depository, a copy of such
      notice shall also be sent by electronic communication to the Depository
      and shall be deemed received and given on the day it is so sent.

	 	 
	(2) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Registered Warrantholders hereunder could reasonably be
      considered unlikely to reach its destination, such notice shall be valid
      and effective only if it is delivered to such Registered Warrantholders to
      the address for such Registered Warrantholders contained in the register
      maintained by the Warrant Agent or such notice may be given, at the
      Corporation’s expense, by means of publication in the Globe and Mail,
      National Edition, or any other English language daily newspaper or
      newspapers of general circulation in Canada, in each two successive weeks,
      the first such notice to be published within 5 business days of such
      event, and any so notice published shall be deemed to have been received
      and given on the latest date the publication takes
place.




	Section 10.3 	Ownership of Warrants.



The Corporation and the Warrant
Agent may deem and treat the Registered Warrantholders as the absolute owner
thereof for all purposes, and the Corporation and the Warrant Agent shall not be
affected by any notice or knowledge to the contrary except where the Corporation
or the Warrant Agent is required to take notice by statute or by order of a
court of competent jurisdiction. The receipt of any such Registered
Warrantholder of the Common Shares which may be acquired pursuant thereto shall
be a good discharge to the Corporation and the Warrant Agent for the same and
neither the Corporation nor the Warrant Agent shall be bound to inquire into the
title of any such holder except where the Corporation or the Warrant Agent is
required to take notice by statute or by order of a court of competent
jurisdiction. 




- 56 - 

	Section 10.4 	Counterparts. 





This Indenture may be executed in
several counterparts, each of which when so executed shall be deemed to be an
original and such counterparts together shall constitute one and the same
instrument and notwithstanding their date of execution they shall be deemed to
be dated as of the date hereof. 

	Section 10.5 	Satisfaction and Discharge of Indenture.
    


Upon the earlier of: 

	 	(a) 	
      the date by which there shall have been delivered to the
      Warrant Agent for exercise or cancellation all Warrants theretofore
      Authenticated hereunder, in the case of Certificated Warrants (or such
      other instructions, in a form satisfactory to the Warrant Agent), in the
      case of Uncertificated Warrants, or by way of standard processing through
      the book based system in the case of a CDS Global Warrant; and

	 	 	 
	 	(b) 	
      the Expiry Time;



and if all certificates or other entry on the register
representing Common Shares required to be issued in compliance with the
provisions hereof have been issued and delivered hereunder or to the Warrant
Agent in accordance with such provisions, this Indenture shall cease to be of
further effect and the Warrant Agent, on demand of and at the cost and expense
of the Corporation and upon delivery to the Warrant Agent of a certificate of
the Corporation stating that all conditions precedent to the satisfaction and
discharge of this Indenture have been complied with, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.
Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by
the Corporation hereunder shall remain in full force and effect and survive the
termination of this Indenture. 

	Section 10.6 	Provisions of Indenture and Warrants for the
      Sole Benefit of Parties and Registered Warrantholders.
  





Nothing in this Indenture or in
the Warrants, expressed or implied, shall give or be construed to give to any
person other than the parties hereto and the Registered Warrantholders, as the
case may be, any legal or equitable right, remedy or claim under this Indenture,
or under any covenant or provision herein or therein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
the Registered Warrantholders. 




- 57 - 

	Section 10.7 	Common Shares or Warrants Owned by the
      Corporation or its Subsidiaries - Certificate to be Provided.
    





For the purpose of disregarding
any Warrants owned legally or beneficially by the Corporation in Section 7.16,
the Corporation shall provide to the Warrant Agent, from time to time, a
certificate of the Corporation setting forth as at the date of such certificate:


	 	(a) 	
      the names (other than the name of the Corporation) of the
      Registered Warrantholders which, to the knowledge of the Corporation, are
      owned by or held for the account of the Corporation; and

	 	 	 
	 	(b) 	
      the number of Warrants owned legally or beneficially by
      the Corporation;






and the Warrant Agent, in making
the computations in Section 7.16, shall be entitled to rely on such certificate
without any additional evidence. 

	Section 10.8 	Severability 





If, in any jurisdiction, any
provision of this Indenture or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision will, as to such
jurisdiction, be ineffective only to the extent of such restriction, prohibition
or unenforceability without invalidating the remaining provisions of this
Indenture and without affecting the validity or enforceability of such provision
in any other jurisdiction or without affecting its application to other parties
or circumstances. 

	Section 10.9 	Force Majeure 





No party shall be liable to the
other, or held in breach of this Indenture, if prevented, hindered, or delayed
in the performance or observance of any provision contained herein by reason of
act of God, riots, terrorism, acts of war, epidemics, governmental action or
judicial order, earthquakes, or any other similar causes (including, but not
limited to, mechanical, electronic or communication interruptions, disruptions
or failures). Performance times under this Indenture shall be extended for a
period of time equivalent to the time lost because of any delay that is
excusable under this Section.

	Section 10.10 	Assignment, Successors and Assigns
  





Neither of the parties hereto may
assign its rights or interest under this Indenture, except as provided in
Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in
the case of the Corporation. Subject thereto, this Indenture shall enure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.




- 58 - 

	Section 10.11 	Rights of Rescission and Withdrawal for
      Holders 





Should a holder of Warrants
exercise any legal, statutory, contractual or other right of withdrawal or
rescission that may be available to it, and the holder’s funds which were paid
on exercise have already been released to the Corporation by the Warrant Agent,
the Warrant Agent shall not be responsible for ensuring the exercise is
cancelled and a refund is paid back to the holder. In such cases, the holder
shall seek a refund directly from the Corporation and subsequently, the
Corporation, upon surrender to the Corporation or the Warrant Agent of any
underlying shares that may have been issued, or such other procedure as agreed
to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel
the exercise transaction and any such underlying shares on the register, which
may have already been issued upon the Warrant exercise. In the event that any
payment is received from the Corporation by virtue of the holder being a
shareholder for such Warrants that were subsequently rescinded, such payment
must be returned to the Corporation by such holder. The Warrant Agent shall not
be under any duty or obligation to take any steps to ensure or enforce that the
funds are returned pursuant to this section, nor shall the Warrant Agent be in
any other way responsible in the event that any payment is not delivered or
received pursuant to this section. Notwithstanding the foregoing, in the event
that the Corporation provides the refund to the Warrant Agent for distribution
to the holder, the Warrant Agent shall return such funds to the holder as soon
as reasonably practicable, and in so doing, the Warrant Agent shall incur no
liability with respect to the delivery or non-delivery of any such funds.




- 59 - 




IN WITNESS WHEREOF the
parties hereto have executed this Indenture under the hands of their proper
officers in that behalf as of the date first written above. 

NORTHERN DYNASTY MINERALS 
LTD.


By:    “Ron
Thiessen”                                          
 
          
Name:     Ronald Thiessen

          
Title:       Chief Executive Officer 

By:   “Marchand
Snyman”                                  

          
Name:    Marchand
Snyman 
          Title:       
Chief Financial Officer 

COMPUTERSHARE TRUST 
COMPANY OF
CANADA 

By:    “Jill
Dunn”                                                 

           
Name:    Jill
Dunn
           
Title:     Corporate Trust Officer 

By:     
“Alice
Kollen”                                         

           
Name:    Alice Kollen

          
Title:       Corporate Trust Officer 




A-1 

SCHEDULE “A” 

FORM OF WARRANT 

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:30
P.M. (EST) ON JUNE 10, 2021, AFTER WHICH TIME THE WARRANTS EVIDENCED
HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT. 

For all Warrants sold outside the United States and
registered in the name of the Depository, the also include the following
legend: 

(INSERT IF BEING ISSUED TO CDS)UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND
DEPOSITORY SERVICES INC. ("CDS") TO NORTHERN DYNASTY MINERALS LTD. (THE
"ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS
& CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS
RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. 




A-2 

WARRANT 

To acquire Common Shares of 

NORTHERN DYNASTY MINERALS LTD. 

(incorporated pursuant to the laws of the Province of British
Columbia) 

	
      Warrant 
Certificate No. [*] 
	
      Certificate for ________________________Warrants, each
      entitling the holder to acquire one (1) Common Share (subject to
    adjustment as provided for in the Warrant Indenture (as defined below)    

	 	 
	
      
	
      

	
      
	
      CUSIP [*] 

	 	 
	
      
	
      

	
      
	
      ISIN CA [*] 



THIS IS TO CERTIFY THAT, for value received, 


_____________________________________________________________________________________________________________________

(the “Warrantholder”) is the registered holder of the
number of common share purchase warrants (the “Warrants”) of NORTHERN
DYNASTY MINERALS LTD. (the “Corporation”) specified above, and is
entitled, on exercise of these Warrants upon and subject to the terms and
conditions set forth herein and in the Warrant Indenture, to purchase at any
time before 4:30 p.m. (EST time) (the “Expiry Time”) on June 10, 2021
(the “Expiry Date”), one fully paid and non-assessable common share
without par value in the capital of the Corporation as constituted on the date
hereof (a “Common Share”) for each Warrant subject to adjustment in
accordance with the terms of the Warrant Indenture. 

The right to purchase Common Shares may only be exercised by
the Warrantholder within the time set forth above by: 

(a)      duly completing and executing
the exercise form (the “Exercise Form”) attached hereto; and 

(b)      surrendering this warrant
certificate (the “Warrant Certificate”), with the Exercise Form to the
Warrant Agent at the principal office of the Warrant Agent, in the city of
Vancouver or Toronto, together with a certified cheque, bank draft or money
order in the lawful money of Canada payable to or to the order of the
Corporation in an amount equal to the purchase price of the Common Shares so
subscribed for.




A-3 

The surrender of this Warrant Certificate, the duly completed
Exercise Form and payment as provided above will be deemed to have been effected
only on personal delivery thereof to, or if sent by mail or other means of
transmission on actual receipt thereof by, the Warrant Agent at its principal
office as set out above.

Subject to adjustment thereof in the events and in the manner
set forth in the Warrant Indenture hereinafter referred to, the exercise price
payable for each Common Share upon the exercise of Warrants shall be $0.65
per Common Share (the “Exercise Price”). 

Certificates for the Common Shares subscribed for will be
mailed to the persons specified in the Exercise Form at their respective
addresses specified therein or, if so specified in the Exercise Form, delivered
to such persons at the office where this Warrant Certificate is surrendered. If
fewer Common Shares are purchased than the number that can be purchased pursuant
to this Warrant Certificate, the holder hereof will be entitled to receive
without charge a new Warrant Certificate in respect of the balance of the Common
Shares not so purchased. No fractional Common Shares will be issued upon
exercise of any Warrant. 

This Warrant Certificate evidences Warrants of the Corporation
issued or issuable under the provisions of a warrant indenture (which indenture
together with all other instruments supplemental or ancillary thereto is herein
referred to as the “Warrant Indenture”) dated as of June 10, 2016
between the Corporation and Computershare Trust Company of Canada, as
Warrant Agent, to which Warrant Indenture reference is hereby made for
particulars of the rights of the holders of Warrants, the Corporation and the
Warrant Agent in respect thereof and the terms and conditions on which the
Warrants are issued and held, all to the same effect as if the provisions of the
Warrant Indenture were herein set forth, to all of which the holder, by
acceptance hereof, assents. The Corporation will furnish to the holder, on
request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as
set out above, subject to the provisions of the Warrant Indenture and on
compliance with the reasonable requirements of the Warrant Agent, one or more
Warrant Certificates may be exchanged for one or more Warrant Certificates
entitling the holder thereof to purchase in the aggregate an equal number of
Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.


The Warrants evidenced hereby shall not be exercised by any
person during any time that no registration statement under the U.S. Securities
Act registering the Common Shares issuable upon the exercise of the Warrants
evidenced hereby is effective, unless an exemption from the registration
requirements of the U.S. Securities Act is available and such holder provides
evidence of the availability of such exemption satisfactory to the Corporation
and the Warrant Agent. If the Warrants evidenced hereby are exercised at any
time when there is no effective registration statement under the U.S. Securities
Act registering the Common Shares issuable upon the exercise of the Warrants,
the certificates representing the Common Shares will be endorsed with a legend
confirming the restricted status of such Common Shares under the U.S. Securities
Act in accordance with the Warrant Indenture. 




A-4 

The Warrant Indenture contains provisions for the adjustment of
the Exercise Price payable for each Common Share upon the exercise of Warrants
and the number of Common Shares issuable upon the exercise of Warrants in the
events and in the manner set forth therein. 

The Warrant Indenture also contains provisions making binding
on all holders of Warrants outstanding thereunder resolutions passed at meetings
of holders of Warrants held in accordance with the provisions of the Warrant
Indenture and instruments in writing signed by Warrantholders of Warrants
entitled to purchase a specific majority of the Common Shares that can be
purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant
Indenture or elsewhere shall be construed as conferring upon the holder hereof
any right or interest whatsoever as a holder of Common Shares or any other right
or interest except as herein and in the Warrant Indenture expressly provided. In
the event of any discrepancy between anything contained in this Warrant
Certificate and the terms and conditions of the Warrant Indenture, the terms and
conditions of the Warrant Indenture shall govern. 

Warrants may only be transferred in compliance with the
conditions of the Warrant Indenture on the register to be kept by the Warrant
Agent in the Province of British Columbia, or such other registrar as the
Corporation, with the approval of the Warrant Agent, may appoint at such other
place or places, if any, as may be designated, upon surrender of this Warrant
Certificate to the Warrant Agent or other registrar accompanied by a written
instrument of transfer in form and execution satisfactory to the Warrant Agent
or other registrar and upon compliance with the conditions prescribed in the
Warrant Indenture and with such reasonable requirements as the Warrant Agent or
other registrar may prescribe and upon the transfer being duly noted thereon by
the Warrant Agent or other registrar. Time is of the essence hereof. 

This Warrant Certificate will not be valid for any purpose
until it has been countersigned by or on behalf of the Warrant Agent from time
to time under the Warrant Indenture. 

The parties hereto have declared that they have required that
these presents and all other documents related hereto be in the English
language. Les parties aux présentes déclarent qu’elles ont exigé que la présente
convention, de même que tous les documents s’y rapportant, soient rédigés en
anglais. 




A-5 

IN WITNESS WHEREOF the Corporation has caused this
Warrant Certificate to be duly executed as of June 10, 2016. 

	  	NORTHERN DYNASTY MINERALS 
	  	LTD. 
	  	  
	  	By:    
      ______________________________________________
	  	           Authorized
      Signatory 
	  	  
	Countersigned and Registered by: 	By:    
      _______________________________________________
	 	           Authorized
      Signatory 
	COMPUTERSHARE TRUST COMPANY 	               
    
	OF CANADA 	  
	  	  
	By:    ________________________________	  
	



    
    Authorized Signatory 
	  






A-6 

FORM OF TRANSFER 

To:     Computershare Trust Company of
Canada 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers to

______________________________________________________________________________

______________________________________________________________________________

(print
name and address) the Warrants represented by this Warrants Certificate and
hereby irrevocable constitutes and appoints ____________________as its attorney
with full power of substitution to transfer the said securities on the
appropriate register of the Warrant Agent. 

DATED this ____ day of_________________, 20____. 

	SPACE FOR GUARANTEES OF 	) 	  
	SIGNATURES (BELOW) 	  	  
	  	) 	 
    
	 	 	 
	  	) 	Signature of Transferor 
	 	 	 
	  	) 	  
	 	 	 
	  	) 	 
    
	 	 	 
	Guarantor’s Signature/Stamp 	) 	Name of Transferor 
	 	 	 
	  	) 	  


REASON FOR TRANSFER – For US Residents only (where the
individual(s) or corporation receiving the securities is a US resident). Please
select only one (see instructions below).

	[  ]  Gift 	[    ]  Estate 	[    ]  Private Sale 	[    ]  Other (or no change in
      ownership) 



	Date of Event (Date of gift, death or sale): 	Value per Warrant on the date of event:
    



	__/__/____	 $_____.___	[    ]   CAD OR 	[    ]   USD


 
 




A-7 

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


The signature(s) of the transferor(s) must correspond with the
name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. All securityholders
or a legally authorized representative must sign this form. The signature(s) on
this form must be guaranteed in accordance with the transfer agent’s then
current guidelines and requirements at the time of transfer. Notarized or
witnessed signatures are not acceptable as guaranteed signatures. As at the time
of closing, you may choose one of the following methods (although subject to
change in accordance with industry practice and standards): 

		• 	
      Canada and the USA: A Medallion Signature
      Guarantee obtained from a member of an acceptable Medallion Signature
      Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings
      banks, credit unions, and all broker dealers participate in a Medallion
      Signature Guarantee Program. The Guarantor must affix a stamp bearing the
      actual words “Medallion Guaranteed”, with the correct prefix covering the
      face value of the certificate. 

	 	  	
      

		• 	
      Canada: A Signature Guarantee obtained from an
      authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada
      Trust. The Guarantor must affix a stamp bearing the actual words
      “Signature Guaranteed”, sign and print their full name and alpha numeric
      signing number. Signature Guarantees are not accepted from Treasury
      Branches, Credit Unions or Caisse Populaires unless they are members of a
      Medallion Signature Guarantee Program. For corporate holders, corporate
      signing resolutions, including certificate of incumbency, are also
      required to accompany the transfer, unless there is a “Signature &
      Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to
      a “Signature Guaranteed” Stamp) obtained from an authorized officer of the
      Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion
      Signature Guarantee with the correct prefix covering the face value of the
      certificate. 

	 	  	
      

		• 	
      Outside North America: For holders located outside
      North America, present the certificates(s) and/or document(s) that require
      a guarantee to a local financial institution that has a corresponding
      Canadian or American affiliate which is a member of an acceptable
      Medallion Signature Guarantee Program. The corresponding affiliate will
      arrange for the signature to be over-guaranteed.








A-8 

REASON FOR TRANSFER – FOR US RESIDENTS ONLY


Consistent with US IRS regulations, Computershare is required
to request cost basis information from US securityholders. Please indicate the
reason for requesting the transfer as well as the date of event relating to the
reason. The event date is not the day in which the transfer is finalized, but
rather the date of the event which led to the transfer request (i.e. date of
gift, date of death of the securityholder, or the date the private sale took
place).




B-1 

SCHEDULE “B” 

EXERCISE FORM 

	TO: 	NORTHERN DYNASTY MINERALS LTD. 
	  	  
	AND TO: 	Computershare Trust Company of Canada 
	  	2nd Floor, 510 Burrard Street,
      Vancouver, BC, Canada, V6C 3B9 





The undersigned holder of the
Warrants evidenced by this Warrant Certificate hereby exercises the right to
acquire ____________(A) Common Shares of NORTHERN DYNASTY MINERALS LTD. 




Exercise Price Payable:
__________________________________________________
                                                                         
((A) multiplied by $0.65, subject to adjustment) 




The undersigned hereby exercises
the right of such holder to be issued, and hereby subscribes for, Common Shares
that are issuable pursuant to the exercise of such Warrants on the terms
specified in such Warrant Certificate and in the Warrant Indenture. 




The undersigned hereby
acknowledges that the undersigned is aware that the Common Shares received on
exercise may be subject to restrictions on resale under applicable securities
legislation. 




Any capitalized term in this
Warrant Certificate that is not otherwise defined herein, shall have the meaning
ascribed thereto in the Warrant Indenture. 




Complete Part A or
Part B, as applicable 

	A. 	
      Non-U.S. Holders of
Warrants






The undersigned holder
represents, warrants and certifies as follows that, at the time of exercise of
the Warrants, the undersigned holder: 




Check the box to confirm
that all apply: 

	 	[  ]	(A) 	is not in the United States, 
	 	 	 	 
	 	 	(B) 	is not a U.S. Person , 
	 	 	 	 
			(C) 	is not exercising the Warrants for the account
      or benefit of a U.S. Person or a person in the United States, 
	 	 	 	 
			(D) 	did not execute or deliver this exercise form
      in the United States, and 






B-2 

	 	 	(E) 	
      the delivery of the underlying Common Shares will not be
      to an address in the United States.




	B. 	
      U.S. Holders of Warrants



You must complete this section
if you are any of the following: 

	 	(A) 	
      a person in the United States,

	 	 	 
	 	(B) 	
      a U.S. Person (which includes a U.S. resident),

	 	 	 
	 	(C) 	
      a person exercising for the account or benefit of a U.S.
      Person, or

	 	 	 
	 	(D) 	
      person requesting delivery of the Common Shares issuable
      upon exercise of the Warrants in the United
States.



The undersigned represents, warrants
and certifies as follows: 

Check only one
of the following boxes that apply: 

	 	[  ]	(A) 	
      the issuance of the Common Shares issuable upon exercise
      of the Warrants is registered by the Initial Registration Statement filed
      by the Company with the United States Securities and Exchange Commission
      as follows: 



Date of Registration
Statement:      March 21, 2016; 

Type of Registration
Statement:     Form F-3; 
(Eg. Form F-3/F-10/F-1)


SEC File
Number:                            
333-209921;

              
If the warrant exercise is after March 30, 2019 or if the above Initial
Registration Statement has ceased to be effective for any reason prior to March
30, 2019, the Common Shares issuable upon exercise of the Warrants are
registered by the following Registration Statement filed by the Company with the
United States Securities and Exchange Commission: 

Date of Registration Statement:
; ___________________________;

Type of Registration Statement:
; ____________________________;
(Eg. Form F-3/F-10/F-1) 

SEC File
Number:                      
333- ;__________________________;

OR 




B-3 

	 	[  ]	(B) 	the undersigned holder is the original U.S.
      purchaser who purchased the Warrants pursuant to the Company’s Unit
      offering and: 


Check the one box that applies:


	 	(a) 	
      [ 
      ]           purchased
      the Units on the basis that it is a “Qualified Institutional Buyer” under
      Rule 144A of the U.S. Securities Act and the undersigned holder remains a
      “Qualified Institutional Buyer as at the date of the exercise of the
      Warrants; or

	 	 	 
	 	(b) 	
      [ 
      ]           
      purchased the Units on the basis that it is a “accredited investor” under
      Rule 501(a) of Regulation D of the U.S. Securities Act and the undersigned
      holder remains an “accredited investor” by virtue of satisfying the
      criteria of “accredited investor” set forth in the U.S. Accredited
      Investor Certificate delivered to the Company in connection with its
      purchase of Units, which representations and warranties remain true and
      correct as at the date of exercise of the Warrants;
OR




	 	[  ]	(C) 	if the undersigned holder has delivered to the
      Corporation and the Corporation’s transfer agent: 


Check the one box that applies:


	 	(a) 	
      [  ]           a completed and executed U.S. Purchaser Letter in
      substantially the form attached to the Warrant Indenture as Schedule “D”;
      or

	 	 	 
	 	(b) 	
      [  ]           an opinion of counsel (which will not be sufficient
      unless it is in form and substance reasonably satisfactory to the
      Corporation) or such other evidence reasonably satisfactory to the
      Corporation to the effect that with respect to the Common Shares to be
      delivered upon exercise of the Warrants, the issuance of such securities
      has been registered under the U.S. Securities Act and applicable state
      securities laws, or an exemption from such registration requirements is
      available.






It is understood that the
Corporation and Computershare Trust Company of Canada may require evidence to
verify the foregoing representations. 

	
      Notes:   
	
      (1) 
	Certificates will not be registered or
      delivered to an address in the United States unless Box A, B or C above is
      checked. 
	 	
      
	  
	 	
      (2) 
	If Box B or C above is checked, the
      certificates representing the Common Shares issuable upon exercise of the
      Warrants will be endorsed with a legend confirming their restricted status
      under the U.S. Securities Act in accordance with the Warrant
  Indenture.






B-4 

	 	(3) 	
      If Box C above is checked, holders are encouraged to
      consult with the Corporation and the Warrant Agent in advance to determine
      that the legal opinion tendered in connection with the exercise will be
      satisfactory in form and substance to the Corporation and the Warrant
      Agent.



“United States” and “U.S. Person” are as defined in Rule 902 of
Regulation S under the U.S. Securities Act. 




The undersigned hereby
irrevocably directs that the said Common Shares be issued, registered and
delivered as follows: 

	Name(s) in Full and 	 	Address(es) 	 	Number of 
	Social Insurance 	 	  	 	Common Shares 
	Number(s) 	 	  	 	  
	(if applicable) 	 	  	 	  
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





Please print full name in which
certificates representing the Common Shares are to be issued. If any Common
Shares are to be issued to a person or persons other than the registered holder,
the registered holder must pay to the Warrant Agent all eligible transfer taxes
or other government charges, if any, and the Form of Transfer must be duly
executed. 




Once completed and executed, this
Exercise Form must be mailed or delivered to Computershare Trust Company of
Canada, c/o General Manager, Corporate Trust. 




B-5 

	 DATED this ____day of _____, 20__. 	 	  
	  	 	  
		) 	 
		)	 
	 	)	 
	Witness 	 )	(Signature of Warrantholder, to be
      the same as 
	  	 )	appears on the face of this Warrant
      Certificate) 
	 	 )	 
	  	 )	  
	  	 )	Name of Registered Warrantholder
  





 [ 
]       Please check if the certificates
representing the Common Shares are to be delivered at the office where this
Warrant Certificate is surrendered, failing which such certificates will be
mailed to the address set out above. Certificates will be delivered or mailed as
soon as practicable after the surrender of this Warrant Certificate to the
Warrant Agent. 




C-1 

SCHEDULE “C” 

FORM OF DECLARATION FOR REMOVAL OF LEGEND 

	TO: 	Computershare Trust Company of Canada 
	 	
      Computershare Investor Services
  Ltd.  



as registrar and transfer agent for the Warrants and Common
Shares issuable upon exercise of the Warrants of NORTHERN DYNASTY MINERALS LTD..


The undersigned (a) acknowledges that the sale of the
securities of NORTHERN DYNASTY MINERALS LTD. (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 an affiliate of the
Corporation as that term is defined in the 1933 Act, (2) the offer of such
securities was not made to a person in the United States and either (A) at the
time the buy order was originated, the buyer was outside the United States, or
the seller and any person acting on its behalf reasonably believed that the
buyer was outside the United States, or (B) the transaction was executed in, on
or through the facilities of The Toronto Stock Exchange or any other designated
offshore securities market as defined in Regulation S under the U.S. Securities
Act 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 any of 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 such term is
defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does
not intend to replace the securities sold in reliance on Rule 904 of the U.S.
Securities Act with fungible unrestricted securities and (6) the contemplated
sale is not a transaction, or part of a series of transactions which, although
in technical compliance with Regulation S, is part of a plan or scheme to evade
the registration provisions of the U.S. Securities Act. Terms used herein have
the meanings given to them by Regulation S. 

DATED this ____day of _____, 20__. 

_____________________________________________
(Name of Seller)


By:     
________________________________________
           
Name: 
           
Title: 




D-1 

SCHEDULE “D” 

FORM OF U.S. PURCHASER’S LETTER UPON EXERCISE OF WARRANTS


NORTHERN DYNASTY MINERALS LTD. 
1500 – 1040 West
Georgia Street, 
Vancouver, British Columbia 
V6E 4H1 

Attention:   President and Chief Executive Officer


- and to - 

Computershare Trust Company of Canada. 

as Warrant Agent 

Dear Sirs: 




The undersigned holder is
delivering this letter in connection with the purchase of common shares (the
“Common Shares”) of NORTHERN DYNASTY MINERALS LTD., a corporation
incorporated under the laws of the Province of British Columbia (the
“Corporation”) upon the exercise of warrants of the Corporation
(“Warrants”), issued under the warrant indenture dated as of June 10,
2016 between the Corporation and Computershare Trust Company of Canada
(the “Warrant Agent”). 

The undersigned holder confirms that:


	 	(a) 	
      it is an “accredited investor” under Rule 501 (a) of
      Regulation D under the United States Securities Act of 1933, as amended
      (the “U.S. Securities Act”) by virtue of satisfying one or more of
      the criteria set forth in the U.S. Accredited Investor Certificate
      attached hereto as Exhibit A and completed by the Subscriber and delivered
      to the Company and the Warrant Agent concurrently with the execution of
      this Purchaser’s Letter;

	 	 	 
	 	(b) 	
      it is purchasing the Common Shares for its own
      account;

	 	 	 
	 	(c) 	
      it has such knowledge and experience in financial and
      business matters such that it is capable of evaluating the merits and
      risks of purchasing the Common Shares;

	 	 	 
	 	(d) 	
      it is not acquiring the Common Shares with a view to
      distribution thereof or with any present intention of offering or selling
      any of the Common Shares, except (A) to the Corporation, (B) outside the
      United States in accordance with Rule 904 under the U.S. Securities Act or
      (C) inside the United States in accordance with Rule 144 under the U.S.
      Securities Act, if applicable, and in compliance with applicable state
      securities laws;







D-2 

	 	(e) 	
      it acknowledges that it has had access to such financial
      and other information as it deems necessary in connection with its
      decision to exercise the Warrants and purchase the Common Shares;
    and

	 	 	 
	 	(f) 	
      it acknowledges that it is not purchasing the Common
      Shares as a result of any general solicitation or general advertising,
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general
advertising.






It understands that the Common
Shares are being offered in a transaction not involving any public offering
within the United States within the meaning of the U.S. Securities Act and that
the Common Shares have not been and will not be registered under the U.S.
Securities Act. It further understands that any Common Shares acquired by us
will be in the form of definitive physical certificates and that such
certificates will bear a legend confirming the restricted status of the Common
Shares under the U.S. Securities Act in accordance with the Warrant Indenture.





It acknowledges that you will
rely upon the undersigned’s confirmations, acknowledgements and agreements set
forth herein, and agrees to notify you promptly in writing if any of its
representations or warranties herein ceases to be accurate or complete. 

DATED this ____day of _____, 20__.


___________________________________
(Name of U.S.
Purchaser) 

By: 
________________________________
        Name:

        Title: 




D-3 

EXHIBIT A

TO U.S. PURCHASER’S LETTER 

U.S. ACCREDITED INVESTOR CERTIFICATE 

	TO: 	NORTHERN DYNASTY MINERALS LTD. (the
      "Issuer") 
	  	  
	AND TO: 	COMPUTERSHARE TRUST COMPANY OF CANADA,
      as Warrant Agent 



	RE: 	PURCHASE OF COMMON SHARES OF THE COMPANY
      PURSUANT TO EXERCISE OF SHARE PURCHASE WARRANTS



In addition to the covenants, representations and warranties
contained in the Purchaser’s Letter to which this Schedule A is attached, the
undersigned (the “Subscriber”) covenants, represents and warrants to the
Company and the Warrant Agent 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








D-4 

	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)