---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/A(Amendment No. 1)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2014

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to
_______________

Commission file number 0-31224

NORTHERN DYNASTY MINERALS
LTD.(Exact name of Registrant as specified in its
charter)

BRITISH COLUMBIA, CANADA(Jurisdiction
of incorporation or organization)

15th Floor, 1040 West Georgia StreetVancouver,
British Columbia, Canada, V6E 4H1(Address of principal
executive offices)

Marchand Snyman, Chief Financial OfficerFacsimile No.: 604-684-809215th Floor, 1040 West Georgia
StreetVancouver, British Columbia, Canada, V6E 4H1(Name, Telephone, E-mail and/or Facsimile number and Address of Company
Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act: Title of Each Class:

Common shares with no par value

Name of each exchange on which registered:

NYSE
  MKT

Securities registered or to be registered pursuant to Section
12(g) of the Act: Not Applicable

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:

95,009,864 common shares as of December
  31, 2014

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

[ 
   ] Yes       [X] No

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

[   ] Yes       [X] No

---

-1 -

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X]
  Yes       [   ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

[   ] Yes       [   ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (check one):

Large accelerated filer  [ 
   ]           
  Accelerated filer  [ 
   ]          
  Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S.GAAP [   ] | International Financial Reporting
      Standards as issued | Other [   ]
|-------------- | ----------------------------------------------------------- | -----------
|               | by the International Accounting
      Standards Board [X]   |            

If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow:

Item 17 [   ]     
  Item 18 [   ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes       [X] No

---

-2 -

T A B L E   O F   C O N T E N T S

|EXPLANATORY
      NOTE | 3
|---------------------- | -
|                       |  
|ITEM
      19 EXHIBITS | 3
|                       |  
|SIGNATURES             | 4

---

-3 -

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this Amendment No. 1) to
our annual report on Form 20-F for the fiscal year ended December 31, 2014,
which was originally filed with the Securities and Exchange Commission on May
15, 2015 (the Form 20-F), is being filed for the purposes of (i) correcting
the disclosure on the cover page of the Form 20-F to confirm that the Companys
common shares are registered under section 12(b) of the Exchange Act and are
traded on the NYSE MKT and that the Company is a not an accelerated filer, and
(ii) updating Item 19 in order to include exhibits 1.01, 4.03 and 4.04 that were
not originally filed with the Form 20-F. No other amendments are being made to
the annual report on Form 20-F as originally filed.

ITEM
19                    
EXHIBITS

The following exhibits are included with this Amendment No.
1:

|Exhibit |                                                                                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                       
|1.01    | Articles Dated June 10, 2010
      (3)                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                       
|4.01    | Special Warrant Certificate Dated
      Effective December 31, 2014 (1)                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                       
|4.02    | Registration Rights Agreement
      Dated Effective December 31, 2014 (1)                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                       
|4.03    | Share Option Plan Dated May 16,
      2014 (3)                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                       
|4.04    | Shareholder Rights Plan Dated
      Effective May 17, 2013 (3)                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                       
|12.01   | Certification of Chief Executive
      Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)                                                                         
|        |                                                                                                                                                                                                                                                       
|12.02   | Certification of Chief Financial
      Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)                                                                         
|        |                                                                                                                                                                                                                                                       
|13.01   | Certification of Chief Executive
      Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (3)                                        
|        |                                                                                                                                                                                                                                                       
|13.02   | Certification of Chief Financial
      Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002Notice of Articles Dated August 15, 2014 (3)
|        |                                                                                                                                                                                                                                                       
|14.01   | Consent of Independent Registered
      Public Accounting Firm (2)                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                       
|14.02   | Consent of Independent Auditors
      (2)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                       
|15.01   | Pebble Property - List of
      Property Claims (2)                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                       
|15.02   | Consent of Expert (David Gaunt)
      (2)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                       
|15.03   | Consent of Expert (James Lang)
      (2)                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                       
|15.04   | Consent of Expert (Eric Titley)
      (2)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                       
|15.05   | Consent of Expert (Ting Lu)
      (2)                                                                                                                                                                                                                 

Notes

|(1) | Incorporated by reference to the Companys Form F-3 filed
      on February 13, 2015.
|--- | -------------------------------------------------------------------------------------
|    |                                                                                      
|(2) | Originally filed with the Companys Form 20-F filed on
      May 15, 2015.           
|    |                                                                                      
|(3) | Filed as an exhibit hereto.                                                          

---

-4 -

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Annual Report on its behalf.

NORTHERN DYNASTY MINERALS LTD.

/s/ Marchand SnymanChief Financial Officer
DATED: May 22, 2015

---