NORTHERN DYNASTY MINERALS CLASS ACTION

Northern Dynasty Minerals Ltd.

Supreme Court of British Columbia Action No. VLC-S-S-2012849

CLAIM FORM

I. GENERAL INSTRUCTIONS – PLEASE READ CAREFULLY

  1. This Claim Form is directed to the following Class or Class Members: except for the Excluded Persons or Opt-Out Parties, all persons and entities, wherever they may reside or be domiciled, who purchased or otherwise acquired securities of Northern Dynasty during the Class Period and held some or all of those securities as of August 22, 2020 or November 25, 2020.
  2. If you are NOT a member of the Class, as defined below, PLEASE DO NOT submit a Claim Form.
  3. To make a claim for compensation from the Settlement in the above-noted action, you must complete the Claim Form. If you fail to file a Claim Form, your claim may be rejected and you may be precluded from any recovery from the Settlement Amount created in connection with the Settlement.
  4. A separate Claim Form must be filed for each account in which Securities were held.
  5. Only your Securities acquired during the Class Period are eligible to potentially recover under the Settlement. However, because your sales or unsold Securities held up to the time of your claim will be used for purposes of calculating your Notional Entitlement under the Plan of Allocation, information about acquisitions and dispositions of Securities after the Class Period, if any, is required for claim balancing. While such post Class Period acquisitions and dispositions will not be used for purposes of calculating your Notional Entitlement pursuant to the Plan of Allocation, the information is necessary in order to properly process your claim.
  6. Submission of a Claim Form does not assure that you will share in the Settlement Amount.
  7. For questions about this Claim Form, or if you require assistance, please contact the Claims Administrator, RicePoint Administration Inc., at 1-888-850-0045 or northerndynastyminerals@ricepoint.com.

II. KEY DEFINITIONS

  1. “Action” means Firas Haddad and Walter Woo v. Northern Dynasty Minerals Limited, et al., brought in the British Columbia Superior Court of Justice under Court File No. VLC-S-S-2012849.
  2. "Class Period" means the period from March 29, 2018 to November 25, 2020, inclusive
  3. "Defendants" means the Northern Dynasty Defendants and the Underwriters.
  4. “Excluded Persons” means Northern Dynasty and the Underwriters and their respective past or present subsidiaries, directors, officers, legal representatives, predecessors, successors and assigns, as well as Thiessen and Collier, their immediate family members, and any entities in which they have a controlling interest.

III. CLAIMANT IDENTIFICATION

  1. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of the Securities that are the subject of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASERS.

IV. CLAIM FORM

  1. Claim Forms must be submitted to the Claims Administrator (see contact details on the first page of these instructions).
  2. A separate Claim Form must be filed for each account in which Northern Dynasty, securities were held.
  3. A Claimant must provide all of the requested information with respect to all of his, her or its:
    1. Northern Dynasty common shares held March 28, 2018;
    2. Northern Dynasty common shares acquired between March 29, 2018 and November 25, 2020;
    3. Northern Dynasty common shares acquired between November 26, 2020 and the date you are filing your Claim Form;
    4. Northern Dynasty common shares sold/disposed of during the period from March 29, 2018 to andincluding the date you are filing your Claim From; and
    5. Number of common shares held at the time the claim form is filed
    Failure to report all required details may result in the rejection of a claimant's claim.
  4. Please list each transaction in the Class Period separately and in chronological order, by trade date (not settlement date), beginning with the earliest. Claimants must accurately provide the month, day and year of each transaction listed.
  5. Trade confirmations, broker statements or suitable alternative documentation evidencing a claimant's transactions in Securities must be submitted with the Claim Form. Failure to submit supporting documentation acceptable to the Administrator may result in the rejection of your claim.
  6. The information required by the Administrator is the minimum amount of information necessary to process the claims. The Administrator may request additional information as required to efficiently and reliably calculate claimants' losses. In some cases, where the Administrator cannot perform compensation calculations accurately or at a reasonable cost to the Class with the information provided by a claimant, the Administrator may conditionally accept the claim pending receipt of additional information.
  7. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in an electronic aggregate file. If you wish to file an electronic file batch claim, you must contact the Administrator at institutions@ricepoint.com.

PART I. CLAIMANT IDENTIFICATION

PART II. SCHEDULE OF TRANSACTIONS IN NORTHERN DYNASTY MINERALS LTD.

Traded in Canadian Dollars (CAD)

This Claim Form is directed to the following Class or Class Members: except for the Excluded Persons or Opt-Out Parties, all persons and entities, wherever they may reside or be domiciled, who purchased or otherwise acquired securities of Northern Dynasty during the Class Period (from March 29, 2018 to November 25, 2020, inclusive) and held some or all of those securities as of August 22, 2020 or November 25, 2020.

A. Northern Dynasty common shares held March 28, 2018:

Proof Uploaded?
    Y     N

B. Northern Dynasty common shares purchased/acquired between and including March 29, 2018 to November 25, 2020:

Trade Date(s) of Shares
(List Chronologically)
Number of Shares
Purchased or Acquired
Total Purchase or Acquisition Price
(Including Commissions).
Please round off to the nearest whole dollar
Proof of Purchase Uploaded?
$ .00
Y    N

C. Northern Dynasty common shares acquired between November 26, 2020 and the date the Claim Form is filed:

Proof Uploaded?
    Y     N

D. Northern Dynasty common shares sold/disposed of during the period from and including March 29, 2018 to and including the date of the Claim Form:

Trade Date(s) of Shares
(List Chronologically)
Number of Shares
Sold
Total Sales Price
(Excluding Commissions).
Please round off to the nearest whole dollar
Proof of Sales Uploaded?
$ .00
Y    N

E. Northern Dynasty common shares held at the time the Claim Form is filed:

Proof Uploaded?
    Y     N

PART III. UPLOAD PROOF OF TRANSACTIONS

Click the "Browse" or "Choose File" button and select the relevant file from your computer. The selected files will be uploaded when the "Agree and Submit" button is clicked.

Required documentation may be uploaded in .pdf format only. You may upload up to 10 files. A single file cannot be larger than 5 MB.

If you are unable to provide your supporting documentation electronically, or if you experience any issues with the document upload, you will be provided with a transmittal letter once your claim submission is confirmed. Please print out the transmittal letter and send it to the Fund Administrator with the required documentation.

PART V. DECLARATION

  1. I (we) declare that the information on this Claim Form is true, correct and complete to the best of my (our) knowledge, information and belief.
  2. I (we) declare that I (we) have disclosed all of my (our) holdings and purchase and sales transactions in Shares for the time periods required by this Claim Form.
  3. I (we) also declare that I (we) am (are) not an Excluded Person(s) as defined in the General Instructions.
  4. I (we) acknowledge and agree that the Claims Administrator may disclose all information relating to my (our) claim to the Courts and counsel to the parties in the Actions, as may be necessary.
Y    N
Y    N

Required

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