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**CERTIFICATIONS**

 I, Jeffrey R. Mason, certify that:

| 1.     | I have reviewed this annual report on Form 20-F      of Northern Dynasty Minerals Ltd.;                                                                                                                                                                                                                                                                                                                                         |
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| 2.     | Based on my knowledge,        this annual report does not contain any untrue statement of a material        fact or omit to state a material fact necessary to make the statements        made, in light of the circumstances under which such statements were made,        not misleading with respect to the period covered by this annual report;                                                                            |
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| 3.     | Based on my knowledge,        the financial statements, and other financial information included in        this annual report, fairly present in all material respects the financial        condition, results of operations and cash flows of the registrant as of,        and for, the periods presented in this annual report;                                                                                               |
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| 4.     | The Registrant’s        other certifying officers and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14        and 15d-14) for the Registrant and have:                                                                                                                                                                               |
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                             | designed such disclosure controls and procedures        to ensure that material information relating to the registrant, including        its consolidated subsidiaries, is made known to us by others within those        entities, particularly during the period in which this annual report is        being prepared; |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                             | evaluated the effectiveness of the Registrant’s        disclosure controls and procedures as of a date within 90 days prior to        the filing date of this annual report (the “Evaluation Date”);        and |
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|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                             | presented in this annual report our conclusions        about the effectiveness of the disclosure controls and procedures based        on our evaluation as of the Evaluation Date; |
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| 5.     | The Registrant’s        other certifying officers and I have disclosed, based on our most recent        evaluation, to the Registrant’s auditors and the audit committee        of Registrant’s board of directors (or persons performing the equivalent        function):                                                                                                                                    |
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                             | all significant deficiencies in the design or operation        of internal controls which could adversely affect the Registrant’s        ability to record, process, summarize and report financial data and have        identified for the Registrant’s auditors any material weaknesses        in internal controls; and |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                             | any fraud, whether or not material, that involves        management or other employees who have a significant role in the Registrant’s        internal controls; and |
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| 6.     | The Registrant’s        other certifying officers and I have indicated in this annual report whether        or not there were significant changes in internal controls or in other        factors that could significantly affect internal controls subsequent to        the date of our most recent evaluation, including any corrective actions        with regard to significant deficiencies and material weaknesses. |

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| Date: June 10, 2004 |   | /s/ Jeffrey R. Mason                      |
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|                |   | Jeffrey R. Mason, Chief Financial Officer |

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