Mr. Ronald Thiessen reports

NORTHERN DYNASTY ANNOUNCES OVERNIGHT MARKETED OFFERING

Northern Dynasty Minerals Ltd. is undertaking an overnight marketed public offering of common shares of the company for minimum gross proceeds of $6.0-million. The offering is expected to be completed pursuant to an underwriting agreement to be entered into between the company and Cantor Fitzgerald Canada Corp. (CFCC), as lead underwriter and sole bookrunner, and a syndicate of underwriters. The offering will be made in the United States through CFCC's U.S. affiliate, Cantor Fitzgerald & Co.

The number of offered shares to be sold and the offering price will be determined in the course of marketing, and there can be no assurance as to completion of the offering. In addition, the company will grant the underwriters an overallotment option exercisable, in whole or in part, in the sole discretion of the underwriters, to purchase up to an additional 15 per cent of the number of offered shares sold in the offering for up to 30 days after the closing, on the same terms and conditions as the offering. The company will pay the underwriters a cash commission equal to 5.0 per cent of the gross proceeds of the offering, including proceeds received from the exercise of the overallotment option, at the closing of the offering.

The offered shares will be offered by way of a short-form prospectus in all provinces in Canada, except Quebec, and will be offered in the United States pursuant to a prospectus filed as part of a registration statement under the Canada/U.S. multijurisdictional disclosure system. A registration statement on Form F-10 relating to these securities has been filed with the U.S. Securities and Exchange Commission (SEC) but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, in the U.S. prior to the time the registration statement becomes effective.

The offering is expected to close on or about May 12, 2020, and will be subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the NYSE American stock exchange. Anticipated uses of the proceeds of the offering are: (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble project; (ii) enhanced outreach and engagement with political and regulatory offices in the state of Alaska and the U.S. federal government, Alaska native partners, and broader regional and state-wide stakeholder groups; and (iii) general corporate purposes.

In addition to the offering, Northern Dynasty is proposing to undertake a non-brokered private placement of common shares of the company at the same price as the common shares are sold in the offering, for gross proceeds to the company of up to $7.0-million. No commission or finder's fee will be payable to the underwriters in connection with the concurrent private placement. Common shares issued pursuant to the concurrent private placement will be subject to applicable resale restrictions, including a four-month hold period under Canadian securities legislation. Closing of the concurrent private placement is subject to the approval of the TSX and the NYSE American stock exchange. Closing of offering is not conditional upon the closing of the concurrent private placement, and closing of the concurrent private placement is not conditional on the closing of the offering.

The preliminary short-form prospectus is available on SEDAR. The registration statement on Form F-10, including the U.S. form of the preliminary short-form prospectus, is available on the SEC's website. Alternatively, a written prospectus relating to the offering may be obtained upon request by contacting the company or CFFC.

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, the Pebble Partnership, is a 100-per-cent interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Pebble Partnership is the proponent of the Pebble project, an initiative to develop one of the world's most important mineral resources.

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