Northern Dynasty Minerals Ltd. Share Option Plan

This filing details the Northern Dynasty Minerals Ltd. Share Option Plan, as amended and restated on January 28, 2026. The plan aims to incentivize service providers by offering options to purchase company common shares. Key aspects include definitions of terms like "Service Provider," "Option," and "Exercise Price," eligibility criteria for receiving options, and the terms and conditions governing the grant and exercise of options. The plan outlines specific provisions for U.S. optionees to comply with U.S. tax regulations, including limitations on Incentive Stock Options to avoid deferred compensation issues under Section 409A of the Code. It also details procedures for cashless exercises, tax withholding, and adjustments to options in case of corporate events like stock splits, consolidations, or mergers. The Board of Directors has broad powers for plan administration and amendment, with certain actions requiring shareholder or disinterested shareholder approval. The plan is subject to Toronto Stock Exchange (TSX) policies and applicable laws, and its continuation requires periodic shareholder approval.