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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 40-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

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

|For the fiscal year ended December 31, 2008 | Commission File Number: 001-32210
|------------------------------------------- | ---------------------------------

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

|British Columbia Canada            | 1040                         | Not Applicable     
|---------------------------------- | ---------------------------- | -------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|Incorporation or Organization)     | Classification Code)         | Identification No.)

Suite 1020, 800 West Pender Street Vancouver, British
Columbia Canada V6C 2V8 (604) 684-6365(Address and
telephone number of Registrants principal executive offices)

Corporation Service Company Suite 400, 2711 Centerville
Road Wilmington, Delaware 19808 (800) 927-9800(Name,
address (including zip code) and telephone number (including area code) of agent
for service in the United States)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|Title Of Each Class         | Name Of Each Exchange On Which Registered
|--------------------------- | -----------------------------------------
|Common Shares, no par value | NYSE Amex Equities                       

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

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

For annual reports, indicate by check mark the information filed
with this Form:

|[ x ] Annual Information Form | [ x ] Audited Annual Financial Statements
|----------------------------- | -----------------------------------------

Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the period
covered by the annual report: 92,628,877 Common Shares

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number assigned
to the Registrant in connection with such Rule.Yes[ ] No[ x ]

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.Yes[ x ] No[ ]

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INTRODUCTORY INFORMATION

In this annual report, references to we, our, us, the
Company or Northern Dynasty, mean Northern Dynasty Minerals Ltd. its
subsidiaries and consolidated interests, unless the context suggests
otherwise.

Unless otherwise indicated, all amounts in this annual report
are in Canadian dollars and all references to $ mean Canadian dollars.

PRINCIPAL DOCUMENTS

The following documents that are filed as exhibits to this
annual report are incorporated by reference herein:

- our Annual Information Form for the year ended December 31, 2008;
- our Audited Consolidated Financial Statements as at and for the three years
  ended December 31, 2008, 2007 and 2006; and
- our Management Discussion and Analysis for the year ended December 31,
  2008.

FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates by reference
certain statements that constitute forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of
1995. These statements appear in a number of places in this annual report
and documents incorporated by reference herein and include statements regarding
our intent, belief or current expectation and that of our officers and
directors. These forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
annual report or in documents incorporated by reference in this annual report,
words such as believe, anticipate, estimate, project, intend,
expect, may, will, plan, should, would, contemplate, possible,
attempts, seeks and similar expressions are intended to identify these
forward-looking statements. These forward-looking statements are based on
various factors and were derived utilizing numerous assumptions that could cause
our actual results to differ materially from those in the forward-looking
statements. Accordingly, you are cautioned not to put undue reliance on these
forward-looking statements. Forward-looking statements include, among others,
statements regarding:

- our expected financial performance in future periods;
- our plan of operations, including our plans to carry out exploration and
  development activities;
- our ability to raise capital for exploration and development activities;
- our expectations regarding the exploration and development potential of our
  properties; and
- factors relating to our investment decisions.

Certain of the assumptions we have made include assumptions
regarding, among other things:

- future commodity prices;
- the cost of carrying out exploration and development activities on our
  mineral properties;

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- our ability to obtain the necessary expertise in order to carry out our
  exploration and development activities within the planned time periods; and
- our ability to obtain adequate financing on acceptable terms.

Some of the risks and uncertainties that could cause our actual
results to differ materially from those expressed in our forward-looking
statements include:

- the speculative nature of the mineral resource exploration business;
- the exploration stage of our mineral projects;
- the lack of known reserves on our mineral properties;
- our inability to establish that our Pebble Property contains commercially
  viable deposits of ore;
- our ability to recover the financial statement carrying values of our
  mineral property interests if the Company ceases to continue on a going
  concern basis;
- loss of the services of any of our executive officers;
- our history of financial losses;
- our ability to continue on a going concern basis;
- the volatility of gold, copper and molybdenum prices;
- the inherent risk involved in the exploration, development and production
  of minerals;
- changes in, or the introduction of new, government regulations relating to
  mining, including laws and regulations relating to the protection of the
  environment;
- the presence of unknown environmental hazards on our mineral properties;
- potential claims by third parties to the Companys mineral projects;
- our inability to insure our operations against all risks;
- the highly competitive nature of our business;
- the historical volatility in our share price;
- potential conflicts of interest relating to our directors and officers;
- the potential dilution to our shareholders from any future equity
  financings;
- the loss of services of our independent contractors; and
- the potential dilution to our shareholders from the exercise of options to
  purchase our shares.

We refer you to the section entitled Risk Factors in our
Annual Information Form. We assume no obligation to update or to publicly
announce the results of any change to any of the forward-looking statements
contained or incorporated by reference herein to reflect actual results, future
events or developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.

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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

The disclosure in this annual report, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian
National Instrument 43-101 Standards of Disclosure for Mineral Projects
(NI 43-101). NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or
incorporated by reference in this annual report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S. companies.

In addition, this annual report uses the terms measured
mineral resources, indicated mineral resources and inferred mineral
resources to comply with the reporting standards in Canada. We advise United
States investors that while those terms are recognized and required by Canadian
regulations, the SEC does not recognize them. United States investors are
cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted into mineral reserves. These terms have a
great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility.

Further, inferred resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned not to
assume that all or any part of the inferred resources exist. In accordance with
Canadian rules, estimates of inferred mineral resources cannot form the basis
of feasibility or other economic studies.

It cannot be assumed that all or any part of measured mineral
resources, indicated mineral resources, or inferred mineral resources will
ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported measured mineral resources, indicated mineral
resources, or inferred mineral resources in this annual report is
economically or legally mineable.

In addition, disclosure of contained ounces is permitted
disclosure under Canadian regulations; however, the SEC only permits issuers to
report mineralization as in place tonnage and grade without reference to unit
measures.

For the above reasons, information contained in this annual
report and the documents incorporated by reference herein containing
descriptions of our mineral deposits may not be comparable to similar
information made public by U.S. companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder..

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its consolidated financial statements
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP) which principles differ in certain respects from those applicable in the
United States (US GAAP) and from practices prescribed by the SEC. Therefore,
the Companys financial statements incorporated by reference in this annual
report may not be comparable to financial statements prepared in

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accordance with U.S. GAAP. You should refer to the discussion
of the principal differences between our financial results determined under
Canadian GAAP and under U.S. GAAP that is contained in note 13 to our audited
consolidated financial statements included herein which provides a
reconciliation of the significant differences between Canadian and United States
generally accepted accounting principles.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange
Act) to mean controls and other procedures of an issuer that are designed
to ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms and includes, without limitation, controls and procedures designed to
ensure that such information is accumulated and communicated to the issuers
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, our disclosure controls and procedures, as
defined in Rule 13a-15(e), were effective.

It should be noted that while our Chief Executive Officer and
our Chief Financial Officer believe that our disclosure controls and procedures
provide a reasonable level of assurance that they are effective, they do not
expect that our disclosure controls and procedures or internal control over
financial reporting will prevent all errors and fraud. A control system, no
matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system will be met.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Companys internal control system was designed to provide reasonable assurance
to the Companys management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting is defined in Rule 13a-15(f ) and 15d-15(f ) of the Exchange
Act as a process designed by, or under the supervision of, the companys
principal executive and principal financial officers and effected by the
companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (1) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company, (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with Canadian GAAP, with a reconciliation to United States GAAP, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company, and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

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The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, the Companys management has concluded that the
Companys internal control over financial reporting, as defined in Rule
13a-15(f), was effective as of December 31, 2008.

During the period covered by this Annual Report, a new
Accounting & Financial Reporting system was implemented at Pebble Limited
Partnership (PLP), in which the Company has a 50% interest (described above).
In connection with this system implementation, the Company updated its internal
controls over financial reporting, as necessary, to accommodate modifications to
its business processes and accounting procedures. PLPs financial statements
constitute approximately 80% of the Companys total assets and approximately 95%
of expenditures for the year ended December 31, 2008. Other than the system
implementation at PLP, no other changes in internal controls over financial
reporting occurred during the most recent fiscal period that have materially
affected or are reasonably likely to materially affect the Companys internal
control over financial reporting.

AUDIT COMMITTEE

Our Board of Directors has established a separately-designated
independent Audit Committee of the board in accordance with Section 3(a)(58)(A)
of the Exchange Act for the purpose of overseeing our accounting and financial
reporting processes and the audits of our annual financial statements. As at the
date of this annual report, the Audit Committee was comprised of David Elliott,
Wayne Kirk and Gordon Fretwell.

AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that David Elliott, a
member of the Audit Committee of our board, is an audit committee financial
expert (as that term is defined in Item 401 of Regulation S-K under the Exchange
Act) and is an independent director under applicable laws and regulations and
the requirements of the NYSE Amex Equities Exchange.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth information regarding amounts
billed to us by our independent auditors for each of our last two fiscal
years:

|                   |   | Year Ended December
      31, | 
|------------------ | - | ----------------------------- | 
|                   |   | 2008                          | 
|Audit Fees         | $ | 85,000                        | 
|Audit Related Fees |   |                              | 
|Tax Fees           |   |                              | 
|All Other Fees     |   |                              | 
|Total              | $ | 85,000                        | 

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Audit Fees

Audit fees are the aggregate fees billed by our independent
auditor for the audit of our annual consolidated financial statements, reviews
of interim consolidated financial statements and attestation services that are
provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees are fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported under Audit Fees.

Tax Fees

Tax fees are fees for tax compliance and tax advice on actual
or contemplated transactions.

All Other Fees

All other fees relate to services other than the audit fees,
audit-related fees and tax fees described above.

Audit Committee Pre-Approval Policies

From time to time, our management requests approval from the
Audit Committee of our board for audit and non-audit services from our
independent auditors. The Audit Committee pre-approves all such non-audit
services with set maximum dollar limits. In considering these requests with
respect to non-audit services, the Audit Committee assesses, among other things,
whether the services requested would be considered prohibited services as
contemplated by the rules of the Securities and Exchange Commission, and whether
the services requested and related fees could impair the independence of our
auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues, expenses, results
of operations, liquidity, capital expenditures or capital resources that is
material to investors.

CONTRACTUAL OBLIGATIONS

Other than already disclosed in the financial statements, we
did not have any contractual obligations as at December 31, 2008.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to our officers,
employees and directors and promotes, among other things, honest and ethical
conduct. The code also promotes compliance by our Chief Executive Officer, Chief
Financial Officer and other senior finance staff with the Sarbanes-Oxley Act of
2002. Investors may view our Code of Ethics on our web site at www.northerndynastyminerals.com.

NYSE AMEX EQUITIES CORPORATE GOVERNANCE

The Companys common shares are listed for trading on the NYSE
Amex Equities Exchange (NYSE Amex). Section 110 of the NYSE Amex company guide
permits NYSE Amex to consider the laws,

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customs and practices of their home country in relaxing certain
NYSE Amex listing criteria otherwise applicable to foreign issuers, and grants
exemptions from NYSE Amex listing criteria based on these considerations. A
company seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is
not prohibited by home country law. A description of the significant ways in
which the Companys governance practices differ from those followed by United
States domestic companies pursuant to NYSE Amex standards is contained on the
Companys website at www.northerndynastyminerals.com.

Upon listing, the Company received an exemption from its quorum
requirement. Under the NYSE Amex listing standards, the quorum requirement is a
minimum of one third of shareholders entitled to vote for U.S. domestic
companies. The Company does not meet this requirement and has been granted
relief from this listing standard.

Further, the Companys board of directors is presently not
comprised of a majority of independent directors, as required by Section 802(a)
of the NYSE Amex Company Guide. The Company has been granted relief from these
requirements by NYSE Amex.

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UNDERTAKING

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company previously filed an Appointment of Agent for
Service of Process and Undertaking on Form F-X signed by the Company and its
agent for service of process with respect to the class of securities in relation
to which the obligation to file this annual report arises, which Form F-X is
incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: March 30, 2009. | NORTHERN DYNASTY MINERALS LTD.
|--------------------- | ------------------------------
|                      |                               
|                      | By: /s/ Marchand Snyman       
|                      |                               
|                      | Marchand Snyman               
|                      | Chief Financial Officer       

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                          
|99.1    | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                       
|        |                                                                                                                                                                                                                          
|99.2    | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                       
|        |                                                                                                                                                                                                                          
|99.3    | Certification
        of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                       
|        |                                                                                                                                                                                                                          
|99.4    | Certification
        of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                       
|        |                                                                                                                                                                                                                          
|99.5    | Audited
        consolidated financial statements of the Company and notes thereto as
        at and for the three years ended December 31, 2008, 2007 and 2006, together
        with the report of the auditors thereon
|        |                                                                                                                                                                                                                          
|99.6    | Managements
        Discussion and Analysis for the year ended December 31, 2008                                                                                                                                        
|        |                                                                                                                                                                                                                          
|99.7    | Annual
        Information Form of the Company for the year ended December 31, 2008                                                                                                                                      
|        |                                                                                                                                                                                                                          
|99.8    | Consent
        of DeVisser Gray LLP, Chartered Accountants                                                                                                                                                              
|        |                                                                                                                                                                                                                          
|99.9    | Consent
        of David W. Rennie, P.Eng.                                                                                                                                                                               
|        |                                                                                                                                                                                                                          
|99.10   | Hunter Dickinson Services Inc. Corporate Services Agreement dated June 1, 2008                                                                                                                                           

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