Mission Gold Ltd.

December 23, 2015 20:59 ET

Mission Gold Obtains Securityholder and Court Approvals for Arrangement With Northern Dynasty Minerals

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 23, 2015) - Mission Gold Ltd. (TSX VENTURE:MGL) ("Mission Gold") is pleased to announce that that the Supreme Court of British Columbia has today granted the final order approving the previously announced plan of arrangement (the "Arrangement") whereby Northern Dynasty Minerals Ltd. (TSX:NDM)(NYSE MKT:NAK) ("Northern Dynasty") will acquire all of the issued and outstanding securities of Mission Gold. The Arrangement was approved by 100% of the votes cast by securityholders of Mission Gold at a special meeting held on December 21, 2015. The TSX Venture Exchange has also approved the Arrangement. The Arrangement is expected to close at 12:01 a.m. on December 24, 2015.

Northern Dynasty will issue an aggregate of 27,593,341 common shares to the former shareholders of Mission Gold on the basis of 0.5467 of a Northern Dynasty common share for each Mission Gold common share, which exchange ratio has been determined pursuant to the working capital adjustment provision of the Arrangement. Each outstanding Mission Gold warrant will be exchanged for a warrant to acquire one Northern Dynasty common share at an exercise price increased to 110% of the applicable existing Mission Gold warrant exercise price and having the same expiry date as the original warrant term. The Mission Gold warrants that are listed on the TSXV Venture Exchange will be replaced with Northern Dynasty warrants that will be listed on the TSX, with trading of the Northern Dynasty warrants expected to commence in the week of January 4, 2016. Pursuant to the Arrangement, Mr. Marcel de Groot will be appointed as a director of Northern Dynasty.

Holders of Mission Gold warrants are not required to take any steps or complete any letter of transmittal in order to receive their replacement Northern Dynasty warrants, which will be automatically distributed by Computershare Investor Services Inc. or Northern Dynasty.

Registered Mission Gold shareholders must complete, sign and return the letter of transmittal (printed on yellow paper) that was enclosed with the Mission Gold management information circular and is also available under Mission Gold's profile on SEDAR together with their Mission Gold share certificates or direct registration system ("DRS") statement, as applicable, all in accordance with the instructions provided in the letter of transmittal.

Shareholders of Mission Gold who have questions or who may need assistance with the completion of letters of transmittal are advised to contact Computershare Investor Services at:

North American Toll Free: 1-800-564-6253
Email: corporateactions@computershare.com

Full details of the Arrangement and certain other matters are set out in the management information circular of Mission Gold dated November 20, 2015, a copy of which can be found under Mission Gold's profile on SEDAR at www.sedar.com.

About Northern Dynasty Minerals Ltd.

Northern Dynasty is a mineral exploration and development 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 Pebble Project, please visit Northern Dynasty's website at www.northerndynasty.com or contact Northern Dynasty's Investor services at (604) 684-6365 or within North America at 1-800-667-2114. Review Northern Dynasty's Canadian public filings at www.sedar.com and U.S. public filings at www.sec.gov.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.

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