Northern Dynasty Minerals Ltd. entered into a definitive agreement with the returning investor Kopernik Global Investors, LLC on behalf of its clients (collectively, the ?Investor?) for $15,000,000 aggregate principal amount convertible notes of the Company on December 11, 2023.The Notes will have a term of 10 years from the date of issuance and will bear interest at a rate of 2.0% per annum, payable semi-annually in arrears on December 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 $0.3557, which is equal to a 10% premium to the 5-day volume weighted average price on the NYSE American (?NYSE American?), subject to adjustment in certain circumstances (i.e., including a change of control).The closing of the Convertible Notes Offering including receipt of all necessary corporate and regulatory approvals including, without limitation, the approval of the TSX and the NYSE American.