Mr. Ronald Thiessen reports

NORTHERN DYNASTY ANNOUNCES US$15 MILLION CONVERTIBLE NOTES OFFERING AND UP TO CAD$3.4 MILLION PRIVATE PLACEMENT

Northern Dynasty Minerals Ltd. has entered into a definitive agreement with an investor for $15-million (U.S.) aggregate principal amount convertible notes of the company and plans to complete a non-brokered private placement for aggregate proceeds of up to $3.4-million.

Per the terms of the agreement, Kopernik Global Investors LLC, on behalf of its clients, will purchase convertible notes having an aggregate principal amount of $15-million (U.S.). The notes will have a term of 10 years from the date of issuance and will bear interest at a rate of 2 per cent per annum, payable semi-annually in arrears on Dec. 31 and June 30 of each year, commencing on June 30, 2024. The principal amount of the notes will be convertible at any time at the option of the investor at a per-share conversion price of 35.57 U.S. cents, which is equal to a 10-per-cent premium to the five-day volume-weighted average price on the NYSE American, subject to adjustment in certain circumstances (including a change of control). The terms of the notes will require that the company redeem the note at 150 per cent of the principal amount of the notes, plus accrued but unpaid interest, at the election of the investor, in the event that the company proceeds with an equity financing in the future, subject to customary exclusions for non-financing issuances of its equity securities. In addition, the notes will include change-of-control provisions under which: (i) the investor may elect to convert the notes concurrent with a change-of-control transaction at the lower of the fixed conversion price and the price per common share implied by the change-of-control transaction; and (ii) the company will be required to offer to repurchase the notes at 101 per cent of the principal amount, plus accrued but unpaid interest, if the investor does not elect to convert. Timing of closing is subject to both parties satisfying certain closing conditions.

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

The closing of the Convertible Notes Offering and the Unit Offering are subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals including, without limitation, the approval of the TSX and the NYSE American. Closing of the Convertible Notes Offering is not conditional upon the closing of the Unit Offering and closing of the Unit Offering is not conditional on the closing of the Convertible Notes Offering. The net proceeds of the Convertible Notes Offering and the Unit Offering are expected to be used by the Company to fund the ongoing permitting process of the Pebble Project and for general corporate purposes including working capital.

About Northern Dynasty Minerals Ltd.

Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project.

For further details on Northern Dynasty and the Pebble Project, please visit the Company's website at www.northerndynastyminerals.com or contact Investor services at (604) 684-6365 or within North America at 1- 800-667-2114. Review public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project in Canada at www.sedarplus.ca and in the United States at www.sec.gov.

We seek Safe Harbor.