Northern Dynasty Announces Closing of US$37.444 Million Bought Deal Offering
NORTHERN DYNASTY ANNOUNCES CLOSING OF US$37.444 MILLION
BOUGHT DEAL OFFERING
January 26, 2017, Vancouver, BC – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE MKT: NAK)
(“ Northern Dynasty ” or the “ Company ”) is pleased to report that it has closed its prev iously announced
bought deal offering, including the exercise in ful l of the Underwriters' over-allotment option (the
“ Offering ”). A total of 20.24 million common shares of the C ompany were sold at a price of US$1.85 per
share for gross proceeds of US$37.444 million. The Offering was completed pursuant to an underwriting
agreement dated January 12, 2017 among the Company and Cantor Fitzgerald Canada Corporation, TD
Securities Inc. and BMO Capital Markets, as co-lead underwriters and joint bookrunners, and Canaccord
Genuity Corp., CIBC World Markets Inc. and Haywood Securities Inc., as co-managers (collectively, the
“ Underwriters ”). The Company paid a 5% commission to the Underw riters.
The proceeds of the Offering are anticipated to be used by the Company for (i) advancement of the
Company’s multi-dimensional strategy to address the pre-emptive regulatory action of the U.S.
Environmental Protection Agency under Section 404 ( c) of the Clean Water Act; (ii) preparation of the
Pebble Project for the initiation of federal and st ate permitting under the U.S. National Environmenta l
Policy Act; (iii) environmental monitoring, engineering and environmental studies, field investigations and
related technical studies to finalize a proposed de velopment plan for the Pebble Project, (iv) enhance d
outreach and engagement with political and regulato ry offices in the Alaska state and U.S. federal
government and among Alaska Native partners and broader regional and state-wide stakeholder groups , (v)
Alaskan corporate, tenure and site maintenance, (vi) general corporate purposes, and (vii) working capital
requirements.
The Offering was completed by way of a prospectus f iled in all of the provinces of Canada, other than
Québec, and was offered in the United States pursua nt to a prospectus filed as part of an effective
registration statement on Form F-10 filed with the United States Securities and Exchange Commission
under the Canada/U.S. multi-jurisdictional disclosu re system. This press release does not and shall n ot
constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall th ere be any
sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the se curities laws of any state or jurisdiction. The sec urities
being offered have not been approved or disapproved by any regulatory authority, nor has any such
authority passed upon the accuracy or adequacy of the prospectus or the registration statement.
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and devel opment company based in Vancouver, Canada.
Northern Dynasty's principal asset is the Pebble Project in southwest Alaska, USA, an initiative to develop
one of the world's most important mineral resources.
For further details on Northern Dynasty and the Peb ble Project, please visit the Company's website at
www.northerndynasty.com or contact Investor service s at (604) 684-6365 or within North America at
1-800-667-2114. Review Canadian public filings at w ww.sedar.com and U.S. public filings at
www.sec.gov.
Ronald W. Thiessen
President & CEO
Forward Looking Information and other Cautionary Fa ctors
This news release contains “forward-looking informa tion” within the meaning of applicable Canadian sec urities
legislation, and “forward-looking statements” withi n the meaning of the United States Private Securiti es Litigation
Reform Act of 1995 (collectively referred to as “forward-looking information”). The use of any of the words “expect”,
“plan”, “update” and similar expressions are intended to identify forward-looking information or statements. These
statements include expectations about the use of net proceeds of the Offering, the success of the Company’s multi-
dimensional strategy to address the pre-emptive act ion of the EPA, the ability of the Company to proce ed with
permit applications for the development of the Pebble Project and the ability of the Company to obtain the necessary
federal and state permits for the development of the Pebble Project. Though the Company believes the expectations
expressed in its forward-looking statements are bas ed on reasonable assumptions, such statements are s ubject to
future events and third party discretion such as regulatory approval. For more information on the Company, and the
risks and uncertainties connected with its business, Investors should review the Company's home jurisdiction filings
at www.sedar.com and its filings with the United States Securities and Exchange Commission at www.sec.gov .