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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER31,2009







This annual information form (AIF) is as of March 30, 2010

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|ITEM 1.      TABLE OF CONTENTS
|------------------------------

|                                                                              |                                                                 | Page
|----------------------------------------------------------------------------- | --------------------------------------------------------------- | ----
|                                                                              |                                                                 |     
|ITEM 1.TABLE OF
      CONTENTS                                                | 2                                                              
|                                                                              |                                                                 |     
|ITEM 2.PRELIMINARY
      NOTES                                                | 3                                                              
|                                                                              |                                                                 |     
|                                                                              | INCORPORATION OF CONTINUOUS DISCLOSURE DOCUMENTS BY REFERENCE   | 3   
|                                                                              |                                                                 |     
|                                                                              | GLOSSARY                                                        | 4   
|                                                                              |                                                                 |     
|                                                                              | RESOURCE CATEGORY (CLASSIFICATION) DEFINITIONS                  | 5   
|                                                                              |                                                                 |     
|ITEM 3.CORPORATE
      STRUCTURE                                              | 7                                                              
|                                                                              |                                                                 |     
|ITEM 4.GENERAL DEVELOPMENT
      OF THE BUSINESS                              | 8                                                              
|                                                                              |                                                                 |     
|                                                                              | THREE YEAR HISTORY                                              | 8   
|                                                                              |                                                                 |     
|                                                                              | SIGNIFICANT ACQUISITIONS, DISPOSITIONS AND GROUP REORGANIZATION | 8   
|                                                                              |                                                                 |     
|ITEM 5.DESCRIPTION
      OF BUSINESS                                          | 9                                                              
|                                                                              |                                                                 |     
|                                                                              | THE PEBBLE PROJECT                                              | 9   
|                                                                              |                                                                 |     
|                                                                              | RISK FACTORS                                                    | 22  
|                                                                              |                                                                 |     
|ITEM 6.DIVIDENDS                                                              | 26                                                             
|                                                                              |                                                                 |     
|ITEM 7.DESCRIPTION
      OF CAPITAL STRUCTURE                                 | 26                                                             
|                                                                              |                                                                 |     
|ITEM 8.MARKET FOR
      SECURITIES                                            | 27                                                             
|                                                                              |                                                                 |     
|ITEM 9.ESCROWED
      SECURITIES                                              | 27                                                             
|                                                                              |                                                                 |     
|ITEM 10.DIRECTORS AND OFFICERS                                                | 28                                                             
|                                                                              |                                                                 |     
|ITEM 11.PROMOTERS                                                             | 37                                                             
|                                                                              |                                                                 |     
|ITEM 12.LEGAL PROCEEDINGS                                                     | 38                                                             
|                                                                              |                                                                 |     
|ITEM 13.INTEREST OF MANAGEMENT AND
      OTHERS IN MATERIAL TRANSACTIONS      | 38                                                             
|                                                                              |                                                                 |     
|ITEM 14.TRANSFER AGENT AND REGISTRAR                                          | 39                                                             
|                                                                              |                                                                 |     
|ITEM 15.MATERIAL CONTRACTS                                                    | 39                                                             
|                                                                              |                                                                 |     
|ITEM 16.INTERESTS OF EXPERTS                                                  | 39                                                             
|                                                                              |                                                                 |     
|ITEM 17.ADDITIONAL INFORMATION                                                | 40                                                             
|                                                                              |                                                                 |     
|ITEM 18.DISCLOSURE FOR COMPANIES
      NOT SENDING INFORMATION CIRCULARS      | 40                                                             
|                                                                              |                                                                 |     
|ITEM 19.CONTROLS AND PROCEDURES                                               | 40                                                             
|                                                                              |                                                                 |     
|ITEM 20.AUDIT COMMITTEE, CODE OF
      ETHICS, ACCOUNTANT FEES AND EXEMPTIONS | 42                                                             
|                                                                              |                                                                 |     
|ITEM 21.OFF BALANCE SHEET ARRANGEMENTS                                        | 43                                                             
|                                                                              |                                                                 |     
|ITEM 22.TABULAR DISCLOSURE OF CONTRACTUAL
      OBLIGATIONS                   | 43                                                             

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| |  3  | Annual Information Form
| | ----- | -----------------------

ITEM
2.       PRELIMINARY NOTES

Unless otherwise noted, Northern Dynasty Minerals Ltd. is
solely responsible for the content of the disclosure set out herein.

This AIF will be incorporated into a filing with the
      United States Securities Exchange Commission under form 40F. It includes
      certain statements that may be deemed "forward-looking statements" within
      the meaning of Section 27A of the Securities Act of 1933and
      Section 21E of the Securities Exchange Act of1934. All
      statements in this AIF, other than statements of historical facts, that
      address future production, reserve potential, exploration drilling,
      exploitation activities and events or developments that the Company
      expects are forward-looking statements. Although the Company believes the
      expectations expressed in such forward-looking statements are based on
      reasonable assumptions, such statements are not guarantees of future
      performance and actual results or developments may differ materially from
      those in the forward-looking statements. Factors that could cause actual
      results to differ materially from those in forward-looking statements
      include market prices, exploitation and exploration successes, continued
      availability of capital and financing and general economic, market or
      business conditions, as well as those factors addressed in the Risk
      Factors section of this AIF. Investors are cautioned that any such
      statements are not guarantees of future performance and that actual
      results or developments may differ materially from those projected in the
      forward-looking statements. The Company reviews its forward looking
      statements on an ongoing basis and updates this information when
      circumstances require it.


Incorporation of Continuous Disclosure Documents by
Reference

In this Annual Information Form (AIF), the Company or
Northern Dynasty refers to Northern Dynasty Minerals Ltd. and all its
subsidiaries and affiliated partnerships together unless the context states
otherwise.

Incorporated by reference into this AIF are the comparative
audited consolidated financial statements and Managements Discussion and
Analysis for Northern Dynasty for the fiscal year ended December 31, 2009 and
2008 together with the auditors report thereon. These documents are available
for review on SEDAR at www.sedar.com. All
financial information in this AIF is prepared in accordance with International
Financial Reporting Standard (IFRS).

Documents incorporated by reference in this AIF include all
audited and interim financial statements, proxy circulars, news releases and
other continuous disclosure documents filed by Northern Dynasty, and include a
technical report prepared pursuant to NI 43-101 dated March 17, 2010, copies of
which are available on request from the offices of Northern Dynasty or by
downloading from the SEDAR website (indicated above).

Currency and Metric Equivalents

All dollar amounts are expressed in Canadian dollars unless otherwise
  indicated. The Companys accounts are maintained in Canadian dollars. The
  rate of exchange on December 31, 2009, as reported by the Bank of Canada for
  the conversion of one Canadian dollar into one United States dollar (U.S.
  dollar), was 0.9515.

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| |  4  | Annual Information Form
| | ----- | -----------------------

The following table sets forth (i) the rate of exchange for
  the Canadian dollar, expressed in U.S. dollars, in effect at the end of the
  periods indicated, (ii) the average of exchange rates in effect on the last
  day of each month during such periods, and (iii) the high and low exchange rates
  during such periods, each based on the noon rate of exchange as reported by
  the Bank of Canada for conversion of one Canadian dollar into U.S. dollars.

|                      | Year
      Ended December 31
|--------------------- | ----------------------------
|                      | 2009                        
|Rate at end of year   | 0.9515                      
|Average rate for year | 0.8760                      
|High for year         | 0.9755                      
|Low for year          | 0.7653                      

For ease of reference, the following factors for converting
metric measurements into Imperial equivalents are as follows:

Metric Units
    Multiply by
    Imperial UnitsHectares
    2.471
    = acresMetres
    3.281
    = feetKilometres
    0.621
    = miles (5,280 feet)Grams
    0.032
    = ounces (troy)Tonnes
    1.102
    = tons (short) (2,000 lbs)grams/tonne
    0.029
    = ounces (troy)/ton


Glossary

In this AIF the following terms have the meanings set forth
herein:

|National Instrument NI 43-101      | The Canadian securities rule which establishes disclosure
      standards for mineral projects by Canadian resource companies.                                                                                                                                                                                                                                                                                                                                     
|---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Composite Hydrothermal System      | Created by hydrothermal process or processes in which
      there is evidence of more than one centre or source of hydrothermal
      fluids, and potentially more than one mineral deposit.                                                                                                                                                                                                                                                                       
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|HDGI                               | Is a reference to Hunter Dickinson Group Inc. (now
      renamed 3537137 Canada Inc.) which is the related party corporation which
      originally held the options to the Pebble Project, and which was acquired
      by the Company to become a 100% subsidiary in fiscal 2006.                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Hydrothermal Alteration            | Alteration of rocks or minerals by the reaction of hot,
      or hydrothermal, water with pre-existing (or host) rocks or minerals. The
      products of this reaction may also be a hydrothermal mineral deposit, that
      is, gangue and ore minerals that have been deposited in fractures, faults,
      breccia openings, etc., by replacement or open-space filling from watery
      fluids of 50-700 degrees C temperature and of 1-3 kilobars pressure.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Induced Polarization (IP) Survey | A geophysical survey used to
        identify a feature that appears to be different from the typical or background
        survey results when tested for levels of electro-conductivity; IP detects
        both chargeable, pyrite-bearing rock and non- conductive rock that has
        a high content of quartz. It is commonly used to explore for mineralization
        associated with porphyry copper deposits.                                         

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| |  5  | Annual Information Form
| | ----- | -----------------------

|Mineral Symbols  | Au - Gold; Ag - Silver; Al -
        Aluminum; Cu - Copper; Fe - Iron; Mo - Molybdenum; Na - Sodium; O - Oxygen;
        Pb - Lead; S - Sulphur; Zn - Zinc.
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                            
|Porphyry deposit | A type of mineral deposit in
        which ore minerals are widely disseminated, generally of low grade but
        large tonnage.                         

Resource Category (Classification) Definitions

The discussion of mineral deposit classifications in this AIF
adheres to the mineral resource and mineral reserve definitions and
classification criteria developed by the Canadian Institute of Mining (CIM)
2005. Estimated mineral resources fall into two broad categories dependent on
whether the economic viability of them has been established and these are namely
resources (potential for economic viability) and ore reserves (viable
economic production is feasible). Resources are sub-divided into categories
depending on the confidence level of the estimate based on level of detail of
sampling and geological understanding of the deposit. The categories, from
lowest confidence to highest confidence, are inferred resource, indicated
resource and measured resource. Reserves are similarly sub-divided by order of
confidence into probable (lowest) and proven (highest). These classifications
can be more particularly described as follows:

A Mineral Resource is a concentration or occurrence of
diamonds, natural solid inorganic material, or natural solid fossilized organic
material including base and precious metals, coal, and industrial minerals in or
on the Earths crust in such form and quantity and of such a grade or quality
that it has reasonable prospects for economic extraction. The location,
quantity, grade, geological characteristics and continuity of a Mineral Resource
are known, estimated or interpreted from specific geological evidence and
knowledge.

An Inferred Mineral Resource is that part of a Mineral
Resource for which quantity and grade or quality can be estimated on the basis
of geological evidence and limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.

An Indicated Mineral Resource is that part of a
Mineral Resource for which quantity, grade or quality, densities, shape and
physical characteristics can be estimated with a level of confidence sufficient
to allow the appropriate application of technical and economic parameters, to
support mine planning and evaluation of the economic viability of the deposit.
The estimate is based on detailed and reliable exploration and testing
information gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes that are spaced closely
enough for geological and grade continuity to be reasonably assumed.

A Measured Mineral Resource is that part of
  a Mineral Resource for which quantity, grade or quality, densities, shape, and
  physical characteristics are so well established that they can be estimated
  with confidence sufficient to allow the appropriate application of technical
  and economic parameters, to support production planning and evaluation of the
  economic viability of the deposit. The estimate is based on detailed and reliable
  exploration, sampling and testing information gathered through appropriate techniques
  from locations such as outcrops, trenches, pits, workings and drill holes that
  are spaced closely enough to confirm both geological and grade continuity.

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| |  6  | Annual Information Form
| | ----- | -----------------------

A Mineral Reserve is the economically mineable
  part of a Measured or Indicated Mineral Resource demonstrated by at least a
  Preliminary Feasibility Study. This study must include adequate information
  on mining, processing, metallurgical, economic and other relevant factors that
  demonstrate, at the time of reporting, that economic extraction can be justified.
  A Mineral Reserve includes diluting materials and allowances for losses that
  may occur when the material is mined.

A Probable Mineral Reserve is the economically
  mineable part of an Indicated and, in some circumstances, a Measured Mineral
  Resource demonstrated by at least a Preliminary Feasibility Study. This study
  must include adequate information on mining, processing, metallurgical, economic,
  and other relevant factors that demonstrate, at the time of reporting, that
  economic extraction can be justified.

A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

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| |  7  | Annual Information Form
| | ----- | -----------------------

ITEM 3.    
CORPORATE STRUCTURE

Northern Dynasty Minerals Ltd. is a mineral exploration company
incorporated on May 11, 1983 pursuant to the Company Actof the Province
of British Columbia (predecessor law to the British Columbia Corporations Actin force since 2004), under the name Dynasty Resources Inc.. On November
30, 1983 the Company changed its name to Northern Dynasty Explorations Ltd.
and subsequently, on October 11, 1997, changed its name to Northern Dynasty
Minerals Ltd. Northern Dynasty became a reporting company in the Province of
British Columbia on April 10, 1984 and was listed on the Vancouver Stock
Exchange (now the TSX Venture Exchange and herein generally TSX Venture) from
1984-1987, listed on the Toronto Stock Exchange from 1987-1993, and unlisted but
still in good standing with all securities commissions from 1993 to 1994, and
thereupon listed on TSX Venture from 1994 to October 30, 2007 when it began
trading on the Toronto Stock Exchange (TSX). In November 2004, the common
shares of Northern Dynasty were also listed on the American Stock Exchange
(AMEX). AMEX was purchased by the New York Stock Exchange (NYSE) and the
Company now trades on the NYSE Amex.

The head office of Northern Dynasty is located at Suite 1020,
800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone
(604) 684-6365, facsimile (604) 684-8092. The Companys legal registered office
is in care of its Canadian attorneys, Lang Michener LLP, Barristers &
Solicitors, at Suite 1500, 1055 West Georgia Street, Vancouver, British
Columbia, Canada V6E 4N7, telephone (604) 689-9111, facsimile (604) 685-7084

The Companys Alaska mineral resource exploration business is
operated through an Alaskan registered limited partnership, the Pebble Limited
Partnership (the Pebble Partnership), in which the Company owns a 50% interest
through an Alaskan general partnership, the Northern Dynasty Partnership. The
business address of the Northern Dynasty Partnership is Suite 604, 3201 C
Street, Anchorage Alaska USA, 99503.

In this AIF, a reference to the Company or Northern Dynasty
includes a reference to its wholly-owned subsidiaries and consolidated
interests, unless the context clearly indicates otherwise. Certain terms used
herein are defined in the text and others are included in the glossary of this
AIF.

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| |  8  | Annual Information Form
| | ----- | -----------------------

ITEM 4.     GENERAL
DEVELOPMENT OF THE BUSINESS

Three Year History

Northern Dynasty is a mineral exploration company focused on
developing the Pebble Project, a copper-gold-molybdenum mineral project. The
Pebble Project is located in Alaska, 19 miles (30 kilometers) from the village
of Iliamna, and approximately 200 miles (320 kilometers) southwest of the city
of Anchorage.

To December 31, 2009, approximately $452 million in exploration
expenditures been spent on the Pebble Project. Of this amount, approximately
$264 million (US$246 million) in funding has been provided to the Pebble
Partnership by an affiliate of Anglo and expended from 2007 to 2009. Prior to
the formation of the Pebble Partnership in 2007, Northern Dynasty had spent
exploration expenditures on the Pebble Project of approximately $188 million and
a further $106 million in acquisition costs.

Northern Dynasty does not have any operating revenue, although
currently and historically it has had annual interest revenue as a consequence
of investing surplus funds.

Significant Acquisitions, Dispositions and Group
Reorganization

On July 26, 2007, the Company converted a wholly-owned general
partnership formed in 2006 to hold its Pebble Property interests into the Pebble
Limited Partnership (Pebble Partnership), so that an indirect wholly-owned
subsidiary of Anglo could subscribe for 50% of the Pebble Partnership's equity
effective July 31, 2007. Each of the Company and Anglo effectively has equal
rights in the Pebble Partnership through wholly-owned affiliates. The Pebble
Partnership's assets include the shares of two Alaskan subsidiaries which hold
registered title to the Pebble mining claims. To maintain its 50% interest in
the Pebble Partnership, Anglo will be required to make staged cash investments
into the Pebble Partnership aggregating to US$1.425 billion to US$1.5 billion.

The purpose of the Pebble Partnership is to engineer, permit,
construct and operate a modern, long-life mine at the Pebble Project.

The Pebble Partnership agreement provides for equal project
control rights for both partners, with no operators fees payable to either
party (redacted versions of the Pebble Partnership documents are available for
download at www.SEDAR.com). After Anglos staged contribution is completed, both
partners will be equally responsible to fund the Pebble Partnership operations
going forward.

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| |  9  | Annual Information Form
| | ----- | -----------------------

ITEM 5.    
DESCRIPTION OF BUSINESS

The Pebble Project

The following is a description of the Pebble Project at
December 31, 2009.

The Pebble Project is Subject to Alaska Laws

The Pebble Partnership is required to strictly comply with all
Alaska statutes in connection with the Pebble Project. These statutes govern
titles, operations, environmental, development, operating and generally all
aspects of exploration and development of a mine in Alaska.

Alaska Statute 38.05.185 among others establish the rights to
mining claims and mineral leases on lands owned by the State of Alaska and open
to mineral entry. This group of statutes also covers annual labour, annual
rental, and royalties.

Operations on claims or leases on state owned land must be
permitted under a plan of operations as set out in 11 Alaska Administrative Code
86.800. This regulation generally provides that the State Division of Mining can
be the lead agency in coordinating the comments of all agencies, which must
consent to the issuance of a plan of operations, and sets the requirements for
the approval of a plan of operations.

Environmental conditions are controlled by Alaska Statute 46.08
(which prohibits release of oil and hazardous substances), Alaska Statute
46.03.060 (which sets water quality standards), and Alaska Statute 46.14 (which
sets air quality standards).

Historical Acquisition Agreements (2001-2006)

Pursuant to an Assignment Agreement dated October 29, 2001
between the Company and Hunter Dickinson Group Inc. (HDGI), a related party to
the Company, the Company was assigned an 80% interest in two options, which had
been granted by Teck Cominco American Incorporated (Teck Cominco) under a
single agreement to HDGI in respect of Teck Comincos Pebble
copper/gold/molybdenum mining claims in southwestern Alaska. One option granted
the right to purchase 100% of the lands containing the then known mineralized
resource at Pebble (the Resource Lands Option) and the second option granted
the right to purchase a 50% interest in the lands surrounding the Resource Lands
(the Exploration Lands Option) (together, the Options). HDGI was a related
party by virtue of (i) having certain directors in common with the Company, and
(ii) its shareholders or their associates being at the time significant
shareholders of the Company. The Assignment Agreement was ratified by
shareholders of the Company on June 28, 2002.

The Company was assigned the 80% interest together with the right
  to acquire HDGIs remaining 20% contractual interests in these option agreements
  in consideration of the Company reimbursing HDGIs costs of $584,655 in
  connection with the options, which included the staking of 134 claims to expand
  the property and 30 kilometers of induced polarization surveying over the new
  claims, and agreeing to pay for HDGIs 20% share of costs in respect to
  the Pebble property. The Resource Lands Option was extended by one year in an
  agreement dated December 19, 2002 under which the Company issued to Teck Cominco
  200,000 shares for the extension. Pursuant to the Resource Lands Option the
  Company had the right to purchase the 36 claims of the Resource Lands, subject
  to HDGIs 20% carried interests, by paying Teck Cominco US$10 million in
  cash or shares prior to November 30, 2004, which it did on November 23, 2004
  by the issuance of 1,772,775 shares to Teck Cominco (total value of $11,788,621).
  Teck Cominco had the right for 180 days to elect whether to require the Company
  to manage the resale of these shares (NDM Resource Lands shares)
  in a manner where Teck Cominco would be guaranteed the US$10 million in
  resale proceeds net of any excess or deficiency adjustments. The actual adjusted
  amount was US$9,938,600.

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| |  10  | Annual Information Form
| | ------ | -----------------------

Other interim option payments to Teck Cominco were made during
  2001 to 2004, including US$250,000 in cash plus 500,000 two-year share purchase
  warrants (exercisable at $0.75) prior to December 31, 2001 and 500,000 shares
  and 500,000 two-year share purchase warrants (exercisable at $1.15) prior
  to March 31, 2002 and a further 500,000 shares and 250,000 warrants before December
  31, 2002. Pursuant to an agreement to extend the deadline to purchase the Resource
  Lands from November 30, 2003 to November 30, 2004, an additional 200,000 shares
  were issued to Teck Cominco on December 19, 2002. On May 9, 2005, Teck Cominco
  elected for the Company to guarantee the adjusted amount of US$9,938,600
  in resale proceeds of the 1,772,775 shares. Under the agreement, the Company
  was to ensure proceeds totalling US$9,938,600 by May 22, 2006. The Company
  completed its commitment by managing the sale of 473,700 NDM Resource Lands
  shares for proceeds of US$2,039,902 in 2005 and managing the sale of 1,277,028
  NDM Resource Lands shares for the balance in 2006. The remaining 22,047 unsold
  NDM Resource Lands shares relating to this acquisition were returned to the
  Companys treasury.

At the time of the Company exercising the Resource Lands Option, the Company also exercised the Exploration Lands Option to earn a 50% interest in the adjacent Exploration Lands, subject to HDGIs carried interest, by having completed 60,000
feet of drilling on the Exploration Lands prior to November 30, 2004. As a consequence of the Company exercising the Exploration Lands Option, Teck Cominco could elect to either form a 50/50 joint venture with the Company with respect to the
Exploration Lands, or to sell its 50% interest in the Exploration Lands to the Company for US$4 million and retain a net profits interest. On February 21, 2005, Teck Cominco elected to sell its remaining 50% interest in the Exploration Lands to
the Company for the stipulated US$4 million payment, a 4% pre-payback net profits interest (after debt service), and a 5% after-payback net profits interest in any mine production from the Exploration Lands.  The Company issued 977,795 shares of
the Company at the then-prevailing market price as consideration for the required US$4 million payment but subject to Teck Comincos right until August 24, 2005, to elect to have the proceeds guaranteed.

Teck Cominco elected on July 18, 2005 to require the Company to manage the resale of these shares (NDM Exploration Lands shares) for the guaranteed US$4 million in resale proceeds by August 24, 2006. The Company completed its
commitment to Teck Cominco in 2006 through the sale of 654,502 shares for proceeds of approximately US$4 million.  The remaining 323,293 unsold NDM Exploration Lands shares were returned to the Companys treasury.

In total, 345,340 unsold common shares of the Company at a value of $1,772,776 were returned to the treasury of the Company.  As a consequence of the Company electing to exercise the Options, the Company was entitled under the Assignment
Agreement with HDGI to elect to acquire HDGIs 20% carried contractual interests in the Options for cash or share consideration equal to the independently appraised value of the carried interests.

On May 31, 2006, the Company acquired 100% of the outstanding
  common shares of HDGI for purchase price of 14,002,268 common shares of the
  Company. The agreed number of shares was based on negotiations between the Company,
  represented by a Special Committee of the Board of Directors, and HDGI with
  reference to an independent valuation of the carried interests performed by
  Ross Glanville & Associates Ltd in March 2005. Both parties agreed to a
  valuation of $6.37 per share, based upon the issuance of 14,002,268 common
  shares, as representing the fair value of the 20% carried contractual interest.
  The valuation report was publicly filed on SEDAR at www.sedar.com.
  The TSX Venture Exchange and the NYSE Amex accepted the acquisition transaction.
  Upon completion of the acquisition of HDGI, the Company, through two 100% owned
  Alaska subsidiaries, owned 100% of the Pebble Project (subject only to the Teck
  Cominco net profits interest in the Exploration Lands portion of the property).
  From September 30, 2006 the Pebble Project interests were held by a general
  partnership consisting of HDGI and the Company which partnership held the claims
  through two Alaskan subsidiary nominee title companies.

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| |  11  | Annual Information Form
| | ------ | -----------------------

2006 Equity Purchase by Rio Tinto Affiliate

In 2006, the Company issued 8,745,845 common shares in connection with a share purchase agreement with Kennecott Canada Exploration Inc. (Kennecott) for $10.00 per share for proceeds of approximately $87 million. Kennecott
received a right of first refusal to participate in up to 50% of future share placements by the Company, subject to customary exceptions, until Kennecott reaches 19.9% of the Companys outstanding share capital. In January 2007, Northern
Dynasty was advised by Galahad Gold plc (Galahad), a significant shareholder of the Company that QIT-Fer Et Titane Inc., an affiliate of Rio Tinto, agreed to purchase 9.4 million shares of Northern Dynasty from Galahad at a price of
$10 per share. The share purchase, which closed February 1, 2007, increased Rio Tintos indirect ownership in Northern Dynasty to approximately 19.79% at the time. Currently, the holding represents approximately 19.4% .

Limited Partnership with Anglo American

On July 26, 2007, the Company converted the wholly-owned general partnership formed in 2006 to hold its Pebble Property interests into the Pebble Partnership, so that an indirect wholly-owned subsidiary of Anglo could subscribe for 50% of the Pebble
Partnership's equity effective July 31, 2007. Each of the Company and Anglo effectively has equal rights in the Pebble Partnership through wholly-owned affiliates.  The Pebble Partnership's assets include the shares of two Alaska subsidiaries which
hold registered title to the claims.  To maintain its 50% interest in the Pebble Partnership, Anglo will be required to make staged cash investments into the Pebble Partnership, aggregating US$1.425 billion to US$1.5 billion, as described
below.  The purpose of the Pebble Partnership is to engineer, permit, construct and operate a modern, long-life mine at the Pebble Project.

Anglos staged investment requirements include an initial
  minimum expenditure of US$125 million. This investment funded expenditures
  on the project approved by the Board of the general partner (Pebble Mines Corp.),
  with the goal of producing a prefeasibility study. After approval of a prefeasibility
  study, Anglo is required, in order to retain its 50% interest in the Pebble
  Partnership, to elect to commit to further expenditures which bring its total
  investment to US$450 million which amount is to be expended towards producing
  a final feasibility study and in related activities, the completion of which
  is expected to take the Pebble Partnership to a production decision. The final
  feasibility study may require more than the cumulative US$450 million of
  expenditures. Upon an affirmative decision by the Pebble Partnership to develop
  a mine, Anglo is required to commit to the remainder of the total investment
  of US$1.425 billion in order to retain its interest in the Pebble Partnership.
  If the feasibility study is completed after 2011, Anglos overall funding
  requirement increases from US$1.425 billion to US$1.5 billion. Following
  completion of the Anglo required expenditures, any further expenditure will
  be funded by Anglo and Northern Dynasty on a 50:50 basis (subject to dilution
  for non-contribution). The Pebble Partnership agreement provides for equal project
  control rights with no operators fees payable to either party. Anglos
  cash contributions to the Pebble Partnership from August 1, 2007 to December
  31, 2009 amounted to $264 million (US$246 million). Under the Pebble
  Partnership Agreement and applicable tax regulations, neither the Company nor
  its affiliated general partnership will be entitled to the benefits for tax
  purposes of the expenditures incurred by the Pebble Partnership from Anglos
  investment, as these benefits accrue exclusively to Anglo under the Pebble Partnership
  Agreement and applicable tax regulations.

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| |  12  | Annual Information Form
| | ------ | -----------------------

Location, Access and Property Description

The Pebble Project is located in southwest Alaska. It is approximately
  200 mi (320 km) southwest of Anchorage and 19 mi (30 km) northwest of the village
  of Iliamna (Figure 1).

Access to the Pebble Project is via fixed wing aircraft to
Iliamna. Iliamna has a state-operated airport with two 5,500 ft (1,700 m) paved
runways. It is serviced by several passenger and cargo flights daily from
Anchorage, using Convair, Hercules and DC-6 aircraft, as well as smaller charter
aircraft. Current access from Iliamna to the property is by helicopter.

The Pebble Project is located 65 mi (105 km) from tidewater.
Access to the coast from Lake Iliamna is provided by a 19 mi (30 km),
state-maintained road, which extends from Pile Bay at the eastern end of Lake
Iliamna to Williamsport near Iniskin Bay on Cook Inlet. Bulk fuel and heavy
freight can also be barged in during the summer months to Lake Iliamna via the
Kvichak River. There is currently no road from Iliamna northwest to the Pebble
Project.

The property forms a continuous block consisting of 1,449
located Alaska State mineral claims totalling 118,960 acres (48,141 hectares).
The Partnership obtained all of the permits necessary to carry out its 2009
program and has applied for permits to allow its currently proposed exploration
work.

Figure 1 Location

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| |  13  | Annual Information Form
| | ------ | -----------------------

Topography and Climate

The climate of the Iliamna area is similar to Anchorage with summer daytime high temperatures ranging from 10 to 17 degrees Celsius, and low temperatures varying from -10 to -13 degrees Celsius from December to March. Average annual precipitation is
69 cm. The climate, although periodically harsh, is sufficiently moderate to allow a well-planned mineral exploration program to be conducted year-round.

The Pebble Project lies within an area of rolling hills and low mountains.  Valley bottoms are at elevations of 820 ft (250 m) above sea level. The highest point on the property is Kaskanak Peak, at an elevation of 2,760 ft (841 m).  The Pebble West
and Pebble East mineralized deposits (hereafter the Pebble West Zone and the Pebble East Zone, respectively) are situated at the 1,065 ft (325 m) elevation. Vegetation consists of sparse patches of alder trees separated by
expanses of tundra and grass. The area was recently glaciated and glacial soil deposits and hummocky terrain abound.  There are streams and small, shallow ponds in the vicinity of the project, which provide water for exploration drilling.

History

From the mid 1980s to 1994, Teck Cominco conducted exploration in the Pebble region, including prospecting, geological mapping, geochemical sampling, geophysical surveys and drilling of what is now known as the Pebble West Zone and adjacent areas.
The Pebble West discovery outcrop was identified in 1987, but the potential of the system was not fully realized until after an Induced Polarization (IP) geophysical survey was completed in 1989. Although limited in scope, the IP survey at Pebble
displayed a response characteristic of a large porphyry-copper system. This interpretation was validated through subsequent drilling by Teck Cominco that intercepted significant intervals of porphyry-style copper, gold and molybdenum mineralization.
 Engineering and metallurgical studies were carried out concurrently with drilling from 1991-1994. HDGI entered into options agreements with Teck Cominco to acquire the Pebble Project in November 2001.

In 2001, HDGI staked the additional claims to cover ground where Teck Cominco had detected a multi-element, soil-geochemical and geophysical (high IP chargeability) anomalies on two, widely spaced, reconnaissance lines. HDGI collected and analyzed
601 soil samples and did 30-line km of IP/resistivity surveying.

Property Geology

The Pebble property encompasses the eastern and southern margins
  of the approximately 200 square km in size, Late Cretaceous (89.7 Ma) in age,
  tonalite-granodiorite Kaskanak Batholith (medium to coarse grained igneous rocks
  of intermediate composition, covering a large area), and the adjacent Jurassic-Cretaceous
  sedimentary and interbedded volcanic rocks that the batholith had intruded.
  On the east side of the batholith, a northeast-trending structural corridor
  is marked by a linear cluster of multi-phased, compositionally and texturally
  variable, irregular stocks, sills, dikes and breccia bodies (igneous bodies
  that are relatively small and circular, flat-lying, linear and structurally
  shattered, respectively) that are associated with and were formed slightly earlier
  than the batholith. Numerous copper-gold mineral occurrences, including the
  large Pebble copper-gold-molybdenum deposit and the Thirty-Eight porphyry copper-gold-molybdenum
  deposit, are related to this diverse group of intrusions (coarse grained igneous
  rocks).

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| |  14  | Annual Information Form
| | ------ | -----------------------

The Pebble West Zone is a calc-alkalic porphyry (hosted by
  igneous rocks with quartz and potassium feldspar), encompassing four small granodiorite-quartz
  monzodiorite (coarse grained igneous rocks of intermediate composition) stocks
  and related sill-like intrusions. These stocks intrude folded and previously
  hornfelsed (metamorphosed) volcaniclastic (eroded and re-deposited volcanic
  rocks) sedimentary rocks that host earlier diorite sill-like intrusions, and
  later intrusion breccias (composed of angular fragments of intrusive rocks in
  crystalline matrix).

The Pebble East Zone, discovered in 2005, occurs in a large
  mineralized intrusion and adjacent volcaniclastic sedimentary rocks under a
  cover of younger and unmineralized rocks.

Exploration

During 2002, Northern Dynasty drilled 68 holes totaling 37,327 ft (11,350 m) exploring for additional porphyry deposits. Four new mineral zones were discovered. One of these, the 38 Zone, is a till-covered copper-gold porphyry deposit located 12 km
south-southwest of the Pebble West Zone. In addition, some 86% of Teck Comincos drill core from the Pebble West Zone was relogged and a sectional geological model was completed.  Based on this model, the Pebble West resource was estimated.
Surface work included an 18.5 -line-km ground magnetometer survey; a 328-sample soil geochemical survey and a few man-days of geological traverses.

An initial, independent mineral resource estimate was completed in early 2003; the inferred resources in the Pebble West Zone were 1.0 billion tonnes grading 0.30% copper, 0.40 g/t gold, and 0.015% molybdenum (0.61% copper-equivalent) above a
cut-off grade of 0.30% copper-equivalent, including 271 million tonnes of 0.43% copper, 0.59 g/t gold, and 0.018% molybdenum (0.86% copper equivalent) above a cut-off grade of 0.70% copper equivalent.

In 2003, Northern Dynasty drilled 58 holes totaling 64,730 ft (19,730 m) to define higher-grade portions in the Pebble West Zone and 9 holes totaling 6,520 ft (1,990 m) to test four other prospective zones on the Property, as well as limited surface
exploration. The 2003 drilling continued to indicate the presence of substantial porphyry mineralization at the 38 Deposit.  Drilling at the 37 Skarn Deposit intersected moderate gold and copper values; further work is necessary to fully determine
the potential of the skarn mineralization. A new independent estimate of the Pebble West Zone was done in February 2004 and, in November 2004 a preliminary economic assessment was done based on this estimate to guide ongoing engineering work.

The 2004 site program involved collection of engineering, environmental and socioeconomic data for mine planning studies. The program encompassed approximately 130,000 ft (40,000 m) of drilling, including holes to establish measured and indicated
resources in the Pebble West Zone and others to collect geotechnical, metallurgical and hydrological data to use for mine planning.  Some exploratory drilling for new zones and targets was also done, enabling the Company to complete the 60,000 ft of
drilling required to exercise its option on the Exploration Lands.

In 2005, Northern Dynasty completed surface mapping (scale
  1:10,000) of the Exploration Lands and drilled 128,970 ft of core in the Pebble
  Resource Lands and 33,531 ft of core in the Exploration Lands (23,540 ft in
  15 holes adjacent to the Pebble Resource Lands, 9,112 ft in 53 engineering holes,
  and 879 feet in one hole on the Exploration Lands). A significant, new porphyry
  centre was discovered on the eastern side of the Pebble West Zone beneath a
  cover of Tertiary rocks; further drilling expanded and deepened the new Pebble
  East Zone.

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| |  15  | Annual Information Form
| | ------ | -----------------------

In 2006, Northern Dynasty drilled 73,700 ft (22,460 m) of core
  in 19 exploration holes and 3,200 ft (975 m) of core in 11 geotechnical holes
  in the Pebble East Zone. Fourteen percussion holes were also drilled for groundwater
  studies. Exploration drilling expanded the deposit to a north-south strike length
  exceeding 7,000 ft (2,100 m), and over a width exceeding 4,000 ft (1,220 m);
  intersected grades consistently exceeded 1% copper equivalent. The engineering
  effort was focused on collection of data to support the preparation of an integrated
  development plan with Pebble West, and included geotechnical evaluations of
  potential tailings storage sites; analysis of power supply options; collection
  of geotechnical and hydrogeological data to support design of a potential underground
  mine as well as initial evaluation of bulk underground mining options for Pebble
  East; initial scoping-level metallurgy on Pebble East and collection of samples
  for a metallurgy program in 2007.

In 2007, drilling continued at Pebble East: 151,500 ft (46,115
  m) of delineation drilling in 34 holes extended the zone the northeast, northwest,
  south and southeast, but it remained open in these directions and also to the
  east in the East Graben. An updated estimate of the Pebble East Zone indicated
  that the inferred Mineral Resources had increased by 14%. Engineering work was
  focused on collection of additional site and underground geotechnical data to
  support ongoing mine design work; completion of metallurgical testwork on Pebble
  East to optimize conventional processing systems and designs; continuation of
  assessments of the major infrastructure elements (access road, port and power)
  to establish the optimum alternatives and designs, and consideration of potential
  project mine plans for a prefeasibility study. Engineering and environmental
  drilling included 10,170 ft (3,100 m) in 9 metallurgical holes in Pebble West,
  and 4,270 ft (1,300 m) in 26 engineering holes and 1,800 ft (560 m) in 47 percussion
  holes for monitoring wells across the district.

In 2008, the Partnership completed a major drilling program designed to continue delineation of a portion of the Pebble East Zone, obtain metallurgical samples in the Pebble West Zone, and obtain engineering data in areas of potential infrastructure
across the district for prefeasibility studies.  Approximately 179,000 ft (54,650 m) of core drilling was completed, including delineation and infill holes, holes to obtain material for metallurgical and comminution testwork; engineering and
hydrology drilling to obtain geotechnical information in areas of possible infrastructure development, sample and monitor ground water, and determine the underlying bedrock type. An estimate of the overall mineral resources within the Pebble Deposit
was completed.

2009 Program

Exploration and Resource Drilling

The 2009 drilling program included condemnation drilling in the area of site facilities for completion of prefeasibility mine planning and exploration drilling outside of the main Pebble resource area. Drilling was completed in two phases that took
place during the periods of May to June and August to October. Approximately 34,940 feet was completed in 36 holes.

Engineering

The 2009 engineering program was designed to assess a range of options to optimize the project scale, including trade-off studies of major project components; metallurgical studies to determine the optimal conventional processing systems and
designs; and evaluations of the major infrastructure elements  to identify the optimum alternatives and designs for these project components.

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| |  16  | Annual Information Form
| | ------ | -----------------------

Metallurgy

In 2009, work was focused on assessing the Pebble West supergene zone and advancing variability testwork for the entire deposit. Following detailed copper speciation analyses in 2007 and early 2008, the relative metallurgical responses of the
various types of mineralization throughout the deposit were tested. Additional analysis to clarify the supergene metallurgy commenced in conjunction with an on-going geo-metallurgical program on material from both Pebble East and Pebble West areas,
which will be used to refine the metallurgical flowsheet for the completion of the prefeasibility study.

Infrastructure

A base case for project infrastructure has been developed in conjunction with the ongoing prefeasibility study program. Infrastructure for the project includes port, road, and power options that will be necessary to support future mine operations.
Alternatives were developed and assessed in 2008 and reviewed in 2009 to identify the optimal infrastructure plans and to determine any opportunities for cost savings and improvements to the time table for development.

Environmental and Socioeconomic Studies

Comprehensive environmental and socioeconomic baseline study programs are ongoing, with the objectives of collecting data in the Pebble East area and comparing annual variability. This data provides a foundation for the sound environmental design of
the project and preparation of state and federal permit applications in future years. The primary focus areas were hydrology, water quality and fish resources.

The Environmental Baseline Document (EBD) remains on schedule to be finalized in late 2010. This document will be submitted with permit applications once mine engineering and a proposed development plan is completed. The EBD will present information
and analysis on baseline physical, biological and social conditions based upon ongoing data collection by the Pebble Partnerships environmental study team since 2004. Its purpose is to provide the public, regulatory agencies and the Pebble
Partnership with a detailed compendium of pre-development environmental and socioeconomic conditions in the project area.

Cultural Studies

Archaeological studies have been carried out on all areas that might be disturbed by the project, with the exception of possible road and port locations. Examination of the road and port sites are not expected until 2010, once a decision is made
regarding the exact location of these project features.

Community Engagement

An active program of stakeholder outreach continued in 2009, including community meetings, stakeholder visits, presentations and event appearances, as well as stakeholder tours to the Pebble Project site and to operating mines in Alaska. The focus
of these outreach activities is to update stakeholders on the Pebble Project, to receive feedback on stakeholder priorities and concerns, and to educate participants about modern mining practices.

The Keystone Center, a non-profit organization that specializes
  in developing stakeholder dialogue processes, has initiated an independent dialogue
  process around the Pebble Project. The 2009 program included the recruitment
  of independent technical and scientific experts to review the Pebble Partnerships
  work and serve as a credible and objective arbiter for project stakeholders.

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| |  17  | Annual Information Form
| | ------ | -----------------------

The Pebble Partnership has a number of other initiatives underway
  to enhance stakeholder relationships, including:

| | 1. | The Pebble Fund for Sustainable Bristol Bay Fisheries
      & Communities  a five-year, US$5 million endowment, established in
      February 2008, to enhance the health and sustainability of regional
      fisheries and the communities they support. An advisory board of citizens
      representing communities from throughout Bristol Bay developed the grant
      criteria and awards Pebble Fund grants. Approximately US$1.6 million was
      dispensed in 2009.                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | The Pebble Project Pre-Permitting Environmental &
      Socio-Economic Data Release Series is a voluntary initiative to share the
      preliminary findings of the comprehensive environmental study program with
      project stakeholders prior to the beginning of project permitting. In
      2009, the Pebble Partnership issued 7 data reports, namely: trace elements
      (vegetation, fish, mammal and mussel tissue); aquatic macroinvertebrates
      and periphyton; marine nearshore habitats; marine nearshore fish and
      benthic invertebrates; noise; Lake Iliamna Studies; and Visual
      Resources.

Workforce development initiatives included additional training
in the areas of equipment operations, health, safety and environment. Working
with the U.S. and Alaska Departments of Labour, the Pebble Partnership has
established the first-ever registered apprenticeship training program to help
local drill helpers become certified drillers. The Company is also investing in
programs to train local workers to become environmental technicians, emergency
medical technicians and bear guards. College scholarship programs for Bristol
Bay high school students also continued in 2009.

Sampling, Analysis, Security and Quality Assurance/Quality
Control Procedures

For all the Pebble Partnership drilling programs, core is boxed
at the drill rig and transported daily by helicopter to the secure core logging
facility in Iliamna, Alaska, where it is geologically logged and digital
photographs of each box of core taken prior to sampling. These images are
archived on electronic data storage disk, and provide an indication and record
of the core recovery and rock quality. Sampling is performed by mechanically
splitting the core in half lengthwise. The remaining half core is returned to
the core boxes and is stored at a secure Iliamna facility. Samples are placed in
bags and stored in a locked aircraft hangar prior to shipping via twice-weekly
scheduled air service to Anchorage. From Anchorage, the samples are taken by
commercial surface transport to sample preparation laboratories in Fairbanks,
Alaska.

Drilling, sampling and QAQC are supervised by qualified persons
employed by the Pebble Partnership. Core samples are logged and identified in
the field with consecutively numbered sample tags, on which the analytical QAQC
designations for standards and duplicates are pre-marked.

Sampling and analytical procedures at Pebble prior to 2009 are
described in the 2008 technical report. Procedures in 2009 are shown in the flow
chart below:

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| |  18  | Annual Information Form
| | ------ | -----------------------



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| |  19  | Annual Information Form
| | ------ | -----------------------

Mineralization

Mineralization in the Pebble East and Pebble West areas
precipitated during formation of early K-silicate alteration and associated
quartz-sulphide veins; additional gold-copper mineralization precipitated in the
eastern part of Pebble East during a structurally-controlled overprint by
advanced argillic alteration. Mineralization is dominated by hypogene pyrite,
chalcopyrite and molybdenite; bornite is an important component in some parts of
the Pebble East Zone. The Pebble West Zone contains irregularly distributed,
mostly thin, volumetrically subordinate zones of supergene mineralization and a
very minor zone of oxide mineralization; the Pebble East Zone contains only
hypogene mineralization.

Copper-gold-molybdenum mineralization, as currently known,
extends over an east-elongated area of 4.9 by 3.3 km (2.8 by 1.9 mi), and to a
depth of 610 m (2,000 ft) in the Pebble West area and to at least 1,525 m (5000
ft) in the Pebble East area. Mineralization in the Pebble East area remains open
to the east, north and south. A much larger zone of strong alteration and
low-grade mineralization extends north, south and west of the known Pebble
deposit.

Estimates of Mineralization

The January 2010 updated mineral resources estimate for the
Pebble deposit is based on 509 core holes, including 37 new holes drilled since
mid-2008. The estimate was prepared for the Pebble Partnership by David Gaunt,
P.Geo., a qualified person as defined under 43-101 who is not independent of
Northern Dynasty. A technical report has been filed on www.sedar.com.

Cautionary Note to Investors
      Concerning Estimates of Measured and Indicated ResourcesThis section uses the terms, measured resources and
      indicated resources. The Company advises investors that while those
      terms are recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission does not recognize them. Investors
      are cautioned not to assume that anypart or all of mineral
      deposits in these categories will ever be converted into reserves.


MEASURED MINERAL RESOURCES

Cut-Off
      Size
      Grade
      Contained MetalCuEQ%
      Tonnage
      Cu%
      Goldg/t
      Moppm
      CuEQ%
      CopperB lb
      GoldM oz
      MoB lb0.30
      527,000,000
      0.33
      0.35
      178
      0.65
      3.8
      5.9
      0.210.40
      508,000,000
      0.34
      0.36
      180
      0.66
      3.8
      5.9
      0.200.60
      277,000,000
      0.40
      0.42
      203
      0.77
      2.4
      3.7
      0.121.00
      27,000,000
      0.62
      0.62
      301
      1.16
      0.4
      0.5
      0.02


INDICATED MINERAL RESOURCES

Cut-Off
      Size
      Grade
      Contained MetalCuEQ%
      Tonnage
      Cu%
      Goldg/t
      Moppm
      CuEQ%
      Copper Blb
      GoldM oz
      MoB lb0.30
      5,414,000,000
      0.43
      0.35
      257
      0.80
      51.3
      60.9
      3.070.40
      4,891,000,000
      0.46
      0.36
      268
      0.85
      49.6
      56.6
      2.890.60
      3,391,000,000
      0.56
      0.41
      301
      1.00
      41.9
      44.7
      2.251.00
      1,422,000,000
      0.77
      0.51
      342
      1.30
      24.1
      23.3
      1.07


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| |  20  | Annual Information Form
| | ------ | -----------------------

MEASURED + INDICATED MINERAL RESOURCES

Cut-Off
      Size
      Grade
      Contained MetalCuEQ %
      Tonnage
      Cu %
      Gold g/t
      Mo ppm
      CuEQ %
      Copper B lb
      Gold M oz
      Mo B lb0.30
      5,942,000,000
      0.42
      0.35
      250
      0.78
      55.0
      66.9
      3.280.40
      5,399,000,000
      0.45
      0.36
      260
      0.83
      53.6
      62.5
      3.090.60
      3,668,000,000
      0.55
      0.41
      293
      0.98
      44.5
      48.3
      2.371.00
      1,449,000,000
      0.76
      0.52
      341
      1.29
      24.3
      24.2
      1.09


Cautionary Note to Investors
      Concerning Estimates of Inferred ResourcesThe following section uses the term inferred mineral
      resources. The Company advises investors that while this term is
      recognized and required by Canadian regulations, the U.S. Securities and
      Exchange Commission does not recognize it. Inferred mineral resources
      have a great amount of uncertainty as to their existence, and great
      uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of a mineral resource will ever be upgraded
      to a higher category. Under Canadian rules, estimates of Inferred Mineral
      Resources may not form the basis of economic studies, except in rare
      cases. Investors are cautioned not to assume that any part or all of an
      inferred resource exists, or is economically or legally
      mineable.


INFERRED MINERAL RESOURCES

Cut-Off
      Size
      Grade
      Contained MetalCuEQ %
      Tonnage
      Cu %
      Gold g/t
      Mo ppm
      CuEQ %
      Copper B lb
      Gold M oz
      Mo B lb0.30
      4,835,000,000
      0.24
      0.26
      215
      0.53
      25.6
      40.4
      2.290.40
      2,845,000,000
      0.32
      0.30
      259
      0.66
      20.1
      27.4
      1.620.60
      1,322,000,000
      0.48
      0.37
      289
      0.89
      14.0
      15.7
      0.841.00
      353,000,000
      0.69
      0.45
      379
      1.20
      5.4
      5.1
      0.29


|Note 1 | Copper equivalent calculations used metal prices of
      US$1.85/lb for copper, US$902/oz for gold and US$12.50/lb for molybdenum,
      and metallurgical recoveries of 85% for copper, 69.6% for gold, and 77.8%
      for molybdenum in the Pebble West area and 89.3% for copper, 76.8% for
      gold, 83.7% for molybdenum in the Pebble East area. Recovery values
      reflect average results of metallurgical testwork completed to date and
      are subject to revision pending ongoing metallurgical studies. Revenue is
      calculated for each metal based on grades, recoveries and selected metal
      prices: accumulated revenues are then divided by the revenue at 1% copper.
      Recoveries for gold and molybdenum are normalized to the copper recovery
      as show below:
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CuEQ (Pebble West) = Cu % + (Au g/t x
69.6%/85% x 29.00/40.79) + (Mo % x 77.8%/85% x 275.58/40.79) CuEQ (Pebble
East) = Cu% + (Au g/t x 76.8%/89.3% x 29.00/40.79) + (Mo % x 83.7%/89.3% x
275.58/40.79)

|Note 2 | By prescribed definition, Mineral Resources do not have
      demonstrated economic viability. An Inferred Mineral Resource is that part
      of a mineral resource for which quantity and grade can be estimated on the
      basis of geological evidence and limited sampling and reasonably assumed,
      but not verified, geological and grade continuity. The mineral resources
      fall within a volume or shell defined by long-term metal price estimates
      of US$2.50/lb for copper, US$900/oz for gold and US$25/lb for molybdenum.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 3 | For bulk underground mining, cut-offs such as 0.60% CuEQ,
      are typically used for porphyry deposit bulk underground mining operations
      at copper porphyry deposits located around the world. A 0.30% CuEQ cut-off
      is considered to be comparable to that used for porphyry deposit open pit
      mining operations in the Americas.                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 4 | All mineral resource estimates, cut-offs and
      metallurgical recoveries are subject to a feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                          

Cut-off information:

Pebble West (Open Pit scenario) as used in the November 2004
Preliminary Assessment

Breakeven operating costs:

|Mining                                    | $0.87/tonne mined               
|----------------------------------------- | --------------------------------
|Processing                                | $2.51/tonne mineralization      
|G&A,
      Maintenence, Environmental etc | $0.79/tonne
      mineralization
|OPERATING COST                            | $4.17/tonne mineralization      
|Realization
      Costs (~$165/t conc)    | $1.65/tonne
      mineralization
|TOTAL OPERATING COST                      | $5.82/tonne mineralization      

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| |  21 | Annual Information Form
| | ----- | -----------------------

The CuEQ grade for resource estimation represents the
equivalent amount of copper in the ground, irrespective of the metallurgical
recoveries of the component metals utilized in the calculation. The following is
the suggested copper equivalent calculation for the open pit scenario for Pebble
West:

CuEQ% = Cu% + (Au g/t * Au$/g / Cu$/%)
+ (Mo% * Mo$/% / Cu$/%) where:       Cu$/% =
$1.00*22.046 = $22.06
                 
Au$/g = $400/31.1035 = $12.86

                   
  Mo$/% = $6.00*22.046 = $132.28

Note that the above simple CuEQ calculation is intended for
resource estimations only. Mine planning and reserve estimates will be based on
Net Smelter Return (NSR) values for the metals rather than metal price. The
breakeven cut-off grade (BEGrade), be it copper or copper equivalent, must
equate to an NSR that meets (or exceeds) the operating cost. As can be seen from
the equation below, the cut-off grade for which the recovered value matches the
operating + realization costs of $5.82/tonne is 0.30% Cu.

BEGrade * Recovery * lbs/tonne *
copper price = operating cost BEGrade = 5.82 / (0.88 * 22.046 *
1.00)
  BEGrade = 0.29% Cu

The above operating costs and economic analysis were derived
from the preliminary economic assessment on the Pebble West Zone. The
preliminary economic assessment was based, in part, on inferred resources that
are considered too speculative geologically to have economic considerations
applied to them that would enable them to be categorized as mineral reserves;
therefore, there is no certainty that the results predicted by the preliminary
economic assessment will be realized. Investors are cautioned that the United
States Securities and Exchange Commission does not permit U.S. mining companies
to disclose economic results from a preliminary economic assessment based on
inferred resources.

Pebble East (Underground Bulk Mining Scenario)

Replacing the mining cost above for open pit ($0.87/tonne
mined) with costs that have been quoted by companies with block caving
experience ($2.50/tonne mined), then the total costs (including realization
costs) are $7.45/tonne, giving a value of 0.4% CuEQ. A more conservative value
is 0.6% CuEQ.

Plans for 2010

Approved budget expenditures for the US$72.9 million program at
the Pebble Project in 2010 include:

- an engineering program to finalize a Prefeasibility Study and prepare for
  project permitting in 2011;
- an environmental and socioeconomic study program to continue baseline data
  collection in key areas (e.g. hydrology, water quality, fish resources) and to
  complete an Environmental Baseline Document in preparation for project
  permitting;
- a geology and site investigation program headquartered in Iliamna, Alaska
  to undertake ongoing exploration drilling, and support engineering and
  environmental studies;
- a public affairs program to engage project stakeholders and local
  communities, and advance key initiatives in the areas of workforce
  development, business development and public consultation; and
- corporate and administrative costs.

---

| |  22 | Annual Information Form
| | ----- | -----------------------

Risk Factors

The securities of Northern Dynasty are highly speculative and
subject to a number of risks. A prospective investor or other person reviewing
Northern Dynasty for a prospective investor should not consider an investment in
Northern Dynasty unless the investor is capable of sustaining an economic loss
of the entire investment. The risks associated with Northern Dynastys business
include:

The Pebble Partnerships mineral property interests
  do not contain any ore reserves or any known body of economic mineralization

Although there are known bodies of mineralization on the Pebble
Project, and the Pebble Partnership has completed core drilling programs within,
and adjacent to, the deposits to determine measured and indicated resources,
there are currently no known reserves or body of commercially viable ore and the
Pebble Project must be considered an exploration prospect only. Extensive
additional work is required before Northern Dynasty or the Pebble Partnership
can ascertain if any mineralization may be economic and hence constitute ore.
Engineering, socioeconomic and environmental studies are ongoing. Exploration
for minerals is a speculative venture necessarily involving substantial risk. If
the expenditures incurred on the Pebble Project do not result in discovery and
development of commercial quantities of ore, the value of exploration and
acquisition expenditures will be totally lost and the value of Northern Dynasty
stock negatively impacted.

Mineral Resources disclosed by Northern Dynasty or the
Pebble Partnership for the Pebble Project are estimates only

Northern Dynasty has included mineral resource estimates that
have been made in accordance with National Instrument 43-101. These resources
estimates are classified as measured resources, indicated resources and
inferred resources. Northern Dynasty advises investors that while these terms
are mandated by Canadian securities administrators, the U.S. Securities and
Exchange Commission does not recognize these terms. Investors are cautioned
not to assume that any part or all of mineral deposits classified as measured
resources or indicated resources will ever be converted into ore reserves.Further, inferred resources have a great amount of uncertainty as to their
existence, and economic and legal feasibility. It cannot be assumed that all or
any part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral resources may not
form the basis of feasibility or prefeasibility studies, except in rare cases.
Investors are cautioned not to assume that part or all of an inferred
resource exists, or is economically or legally mineable.

All amounts of mineral resources are estimates only, and Northern
  Dynasty cannot be certain that any specified level of recovery of metals from
  the mineralized material will in fact be realized or that the Pebble Project
  or any other identified mineral deposit will ever qualify as a commercially
  mineable (or viable) ore body that can be economically exploited. Mineralized
  material, which is not mineral reserves, does not have demonstrated economic
  viability. In addition, the quantity of mineral reserves and mineral resources
  may vary depending on, among other things, metal prices and actual results of
  mining.

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| |  23  | Annual Information Form
| | ------ | -----------------------

Northern Dynasty has no history of earnings and no foreseeable
  earnings, and may never achieve profitability or pay dividends.

Northern Dynasty has a long history of losses and there can
  be no assurance that Northern Dynasty will ever be profitable. Northern Dynasty
  has paid no dividends on its shares since incorporation. Northern Dynasty presently
  has no ability to generate earnings as its mineral properties are in the exploration
  stage. If the Pebble Project is successfully developed, Northern Dynasty anticipates
  that it will retain future earnings and other cash resources for the future
  operation and development of its business. Northern Dynasty does not intend
  to declare or pay any cash dividends in the foreseeable future. Payment of any
  future dividends is solely at the discretion of Northern Dynastys board
  of directors, which will take into account many factors including Northern Dynastys
  operating results, financial conditions and anticipated cash needs. For these
  reasons, Northern Dynasty may never achieve profitability or pay dividends.

Northern Dynastys consolidated financial statements have been prepared assuming Northern Dynasty will continue on a going concern basis

Northern Dynastys consolidated financial statements have been prepared on the basis that Northern Dynasty will continue as a going concern. At December 31, 2009, Northern Dynasty had working capital of approximately $45 million, which is
sufficient to fund its operations in fiscal 2010.  Northern Dynastys continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of
economically recoverable mineral reserves, the ability of the Company to finance the completion of the exploration and development of the mineral property interests, obtaining the necessary permits to mine, and on future profitable production.
Furthermore, failure to continue as a going concern would require that Northern Dynasty's assets and liabilities be restated on a liquidation basis which would likely differ significantly from their going concern assumption carrying values.

As the Pebble Project is Northern Dynastys principal mineral property interest, the failure to establish that the Pebble Project possesses commercially viable and legally mineable deposits of ore will cause a significant decline in the
trading price of Northern Dynastys common shares and reduce its ability to obtain new financing.

The Pebble Project is, through the Pebble Partnership, Northern Dynastys principal mineral property interest. Northern Dynastys principal business objective is to carry out further exploration activities to establish whether the Pebble
Project possess commercially viable deposits of ore. If Northern Dynasty is not successful in its plan of operations, Northern Dynasty may have to seek a new mineral property to explore or acquire an interest in a new mineral property or project.
Northern Dynasty anticipates that such an outcome would result in a significant decline in the trading price of Northern Dynastys common shares. Although Anglo was only committed to fund the Pebble Partnership for US$125 million (completed
as of 2008) to be expended towards a prefeasibility study, Anglo is required to continue funding additional expenditures approved by the board of the general partner to maintain its interest in the Pebble Partnership.  There is no certainty that
Anglo will continue funding the Pebble Partnership if Anglo is not satisfied with the outlook for the Pebble Project, economically or politically. Furthermore, Northern Dynasty anticipates that its ability to raise additional financing to fund
exploration of a new property or the acquisition of a new property or project would be impaired as a result of the failure to establish commercial viability of the Pebble Project.

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| |  24  | Annual Information Form
| | ------ | -----------------------

The Pebble Project, like many major mining projects, has opponents. The opponents of the Pebble Project are well organized and are trying to bring public and political pressure against the Pebble Project. If successful, the opponents could delay or
prevent the development of the Pebble Project even if it is found to be economically viable and technically legally permittable.

If prices for copper, gold and molybdenum decline, Northern Dynasty may not be able to raise the additional financing required to fund its portion of expenditures for the Pebble Project.

The ability of Northern Dynasty to raise financing to fund its part of the exploration activities and, if warranted, development of the Pebble Project, will be significantly affected by changes in the market price of the metals it mines or for which
it explores. The prices of copper, gold and molybdenum are volatile, and are affected by numerous factors beyond Northern Dynastys control. The level of interest rates, the rate of inflation, the world supplies of and demands for copper, gold
and molybdenum and the stability of exchange rates can all cause fluctuations in these prices. Such external economic factors are influenced by changes in international investment patterns and monetary systems and political developments. The prices
of copper, gold and molybdenum have fluctuated in recent years, and future significant price declines could cause investors to be unprepared to finance exploration of copper, gold and molybdenum, with the result that Northern Dynasty may not have
sufficient financing with which to funds its exploration activities

Northern Dynasty competes with larger, better capitalized competitors in the mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete
in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a projects potential and the capital required to develop a mine, larger companies with significant resources may have a
competitive advantage over Northern Dynasty. Northern Dynasty faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than Northern Dynasty possesses. As a result
of this competition, Northern Dynasty may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms Northern Dynasty considers acceptable or at all.

Compliance with environmental requirements will take large resources and changes to these requirements could significantly increase the costs developing the Pebble Project and could delay these activities.

The Pebble Partnership and Northern Dynasty must comply with
  stringent environmental legislation in carrying out work on the Pebble Project.
  Environmental legislation is evolving in a manner that will require stricter
  standards and enforcement, increased fines and penalties for non-compliance,
  more stringent environmental assessments of proposed projects and a heightened
  degree of responsibility for companies and their officers, directors and employees.
  Changes in environmental legislation could increase the cost to the Pebble Partnership
  of carrying out its exploration and, if warranted, development of the Pebble
  Project. Further, compliance with new or additional environmental legislation
  may result in delays to the exploration and, if warranted, development activities.

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| |  25  | Annual Information Form
| | ------ | -----------------------

Changes in government regulations and the presence of
  unknown environmental hazards on Northern Dynastys mineral properties
  may result in significant unanticipated compliance and reclamation costs

Government regulations relating to mineral rights tenure, permission
  to disturb areas and the right to operate can adversely affect Northern Dynasty.
  Northern Dynasty and the Pebble Partnership may not be able to obtain all necessary
  licenses and permits that may be required to carry out exploration at our projects.
  Obtaining the necessary governmental permits is a complex, time-consuming and
  costly process. The duration and success of efforts to obtain permits are contingent
  upon many variables not within our control. Obtaining environmental permits
  may increase costs and cause delays depending on the nature of the activity
  to be permitted and the interpretation of applicable requirements implemented
  by the permitting authority. There can be no assurance that all necessary approvals
  and permits will be obtained and, if obtained, that the costs involved will
  not exceed those that we previously estimated. It is possible that the costs
  and delays associated with the compliance with such standards and regulations
  could become such that we would not proceed with the development or operation.

Northern Dynasty is subject to many risks that are not insurable and, as a result, Northern Dynasty will not be able to recover losses through insurance should such risks occur.

Hazards such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and development. Northern Dynasty may become subject to liability for pollution, cave-ins or hazards against which it cannot insure.
The payment of such liabilities could result in increase in Northern Dynastys operating expenses which could, in turn, have a material adverse effect on Northern Dynastys financial position and its results of operations. Although
Northern Dynasty and the Pebble Partnership maintain liability insurance in an amount which we consider adequate, the nature of these risks is such that the liabilities might exceed policy limits, the liabilities and hazards might not be insurable
against, or Northern Dynasty and the Pebble Partnership might elect not to insure itself against such liabilities due to high premium costs or other reasons, in which event Northern Dynasty could incur significant liabilities and costs that could
materially increase Northern Dynastys operating expenses.

The market price of Northern Dynastys common shares is subject to high volatility and could cause investor loss.

The market price of a publicly traded stock, especially a
  resource issuer like Northern Dynasty, is affected by many variables in addition
  to those directly related to exploration successes or failures. Such factors
  include the general condition of markets for resource stocks, the strength of
  the economy generally, the availability and attractiveness of alternative investments,
  and the breadth of the public markets for the stock. The effect of these and
  other factors on the market price of the Companys common shares suggests
  Northern Dynastys shares will continue to be volatile. Therefore, investors
  could suffer significant losses if Northern Dynastys shares are depressed
  or illiquid when an investor seeks liquidity and needs to sell Northern Dynasty
  shares.

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| |  26  | Annual Information Form
| | ------ | -----------------------

If Northern Dynasty loses the services of the key personnel
  that it engages to undertake its activities, then Northern Dynastys plan
  of operations may be delayed or be more expensive to undertake than anticipated.

Northern Dynastys success depends to a significant extent
  on the performance and continued service of certain independent contractors,
  including Hunter Dickinson Services Inc (HDSI). The Company has
  access to the full resources of HDSI, an experienced exploration and development
  firm with in-house geologists, engineers and environmental specialists, to assist
  in its technical review of the various opportunities; however the Company does
  not have the right to require HDSI to bring to the Company all corporate opportunities
  that come to HDSI's attention.

ITEM 6.     DIVIDENDS

The Company has not paid any dividends on any of its shares
since incorporation and does not presently have any intention of paying
dividends.

ITEM 7.    
DESCRIPTION OF CAPITAL STRUCTURE

Northern Dynastys share capital consists of one class only,
namely common shares without par value, of which an unlimited number of shares
are authorized and 93,173,976 common shares without par value were issued and
outstanding as fully paid and non-assessable as of December 31, 2009. As of
March 25, 2010, there were 93,730,366 common shares issued and outstanding as
fully paid and non-assessable. The accompanying audited consolidated financial
statements provide share issuances effected by Northern Dynasty and the total
issue price for shares since January 1, 2008.

There have been no changes in the classification of common
shares (reclassifications, consolidations, reverse splits or the like) within
the previous five years. All common shares of Northern Dynasty rank pari passu
(i.e. equally) for voting and the payment of any dividends and distributions in
the event of a windup.

There are no constraints imposed on the ownership of securities
of Northern Dynasty.

Northern Dynastys securities have not received any ratings
from any rating organization.

---

| |  27 | Annual Information Form
| | ----- | -----------------------

ITEM 8.     MARKET
FOR SECURITIES

The following table shows the progression in high and low
trading prices of the common shares of Northern Dynasty on the Toronto Stock
Exchange (TSX) and NYSE Amex for the periods listed.

Toronto
        Stock Exchange
      NYSE
        AmexAverage
      
      
      AverageDaily
      
      
      DailyHigh
      Low
      Trading
      High
      Low
      Trading(Cdn$)
      (Cdn$)
      Volume
      (US$)
      (US$)
      VolumeMonthlyDecember 2009
      9.15
      7.85
      109,800
      8.74
      7.54
      351,800November 2009
      8.28
      6.98
      95,900
      7.93
      6.45
      292,100October 2009
      8.15
      6.86
      105,900
      7.95
      6.34
      300,800September 2009
      8.31
      6.80
      103,900
      7.75
      6.14
      353,100August 2009
      8.10
      6.25
      82,300
      7.70
      5.58
      265,000July 2009
      8.24
      6.57
      82,100
      7.60
      5.63
      286,100June 2009
      9.60
      7.75
      109,500
      8.89
      6.77
      371,800May 2009
      9.42
      7.05
      153,400
      8.45
      6.00
      478,700April 2009
      9.00
      7.08
      205,800
      7.29
      5.71
      379,400March 2009
      9.49
      5.20
      298,600
      7.74
      4.03
      568,900February 2009
      6.64
      4.78
      220,100
      5.43
      3.85
      306,600January 2009
      5.26
      4.23
      116,100
      4.42
      3.35
      186,800


Northern Dynasty share trading information is also available
through free internet search services (for example, refer to www.yahoo.com, enter NDM.TO (for TSX) or NAK (for NYSE
Amex))

ITEM 9.     
ESCROWED SECURITIES

There are no shares of Northern Dynasty held in escrow.

---

| |  28 | Annual Information Form
| | ----- | -----------------------

ITEM 10.    DIRECTORS AND
OFFICERS

The names and municipalities of residence of the directors and
officers of the Company, their principal occupations during the past five years,
and the period of time they have served as directors or officers of Northern
Dynasty are presented in the table below. Except where indicated, each director
and senior officer of Northern Dynasty has held the same or similar principal
occupation with the organization indicated or a predecessor thereof for the last
five years. The number of common shares of the Company beneficially owned by
each, directly or indirectly, or over which each exercised control or direction,
as at March 29, 2010.

Name, Position and Country of
      Residence
    Period a Director ofNorthern
      Dynasty
    Securities Beneficially Owned
      orControlled(11)David J. Copeland Director Vancouver,
      British Columbia
    Since June 1996
    2,056,783 Common Shares
      220,000 Options (1)Scott D. Cousens Director Vancouver,
      British Columbia
    Since June 1996
    1,137,433 Common Shares
      220,000 Options (1)Robert A. Dickinson Chairman of the Board
      and Director Lions Bay, British Columbia
    Since June 1995
    3,420,083 Common Shares(10)309,000 Options (2)David Elliott Director Vancouver,
      British Columbia
    Since July 2004
    13,000 Common Shares 240,000
      Options (1)(3)Gordon J. Fretwell Director West
      Vancouver, British Columbia
    Since July 2004
    Nil Common Shares 167,000
      Options (9)Russell E. Hallbauer Director West
      Vancouver, British Columbia
    Since April 2008
    86,300 Common Shares 157,500
      Options (3)(4)Wayne Kirk Director Orcas Island,
      Washington
    Since July 2004
    20,000 Common Shares 310,000
      Options (5)Stephen Scott Director West
      Vancouver, British Columbia
    Since November 2007
    NilMarchand Snyman Chief Financial Officer
      and Director North Vancouver, British Columbia
    Since August 2008
    40,000 Common Shares 185,000
      Options(6)Ronald W. Thiessen President, CEO and
      Director West Vancouver, British Columbia
    Since November 1995
    2,095,838 Common Shares
      331,500 Options (7)Trevor Thomas Secretary Vancouver,
      British Columbia
    Since February 2008
    Nil Common Shares 25,260
      Options (8)


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| |  29 | Annual Information Form
| | ----- | -----------------------

Notes:

|1.  | Messrs. Copeland, Cousens and Elliott each hold options
      to purchase 220,000 Common Shares at $5.00 per share expiring on February
      2, 2014.                                                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                            
|2.  | Mr. Dickinson holds options to purchase 309,000 Common
      Shares at an exercise price of $5.00 per share expiring on February 2,
      2014.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                            
|3.  | Messrs. Elliott and Hallbauer each hold options to
      purchase 20,000 Common Shares at an exercise price of $3.00 per share
      expiring on October 27, 2013.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                            
|4.  | Mr. Hallbauer holds options to purchase 137,500 Common
      Shares at $5.00 per share expiring on February 2, 2014.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                            
|5.  | Mr. Kirk holds options to purchase 40,000 Common Shares
      at an exercise price of $5.35 per share expiring on August 22, 2013,
      10,000 Common Shares at an exercise price of $3.00 per share expiring
      October 27, 2013 and 260,000 Common Shares at an exercise price of $5.00
      per share expiring on February 2, 2014.
|    |                                                                                                                                                                                                                                                                                                                                            
|6.  | Mr. Snyman holds options to purchase 50,000 Common Shares
      at an exercise price of $3.00 per share expiring on October 27, 2013 and
      135,000 Common Shares at an exercise price of $5.00 per share expiring on
      February 2, 2014.                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                            
|7.  | Mr. Thiessen holds options to purchase 331,500 Common
      Shares at an exercise price of $5.00 per share expiring on February 2,
      2014.                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                            
|8.  | Mr. Thomas holds options to purchase 1,760 Common Shares
      at an exercise price of $3.00 per share expiring on October 27, 2011 and
      23,500 Common Shares at an exercise price of $5.00 per share expiring on
      February 2, 2012.                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                            
|9.  | Mr. Fretwell holds options to purchase 7,000 Common
      shares at an exercise price of $3.00 per share expiring on October 27,
      2013 and 160,000 Common Shares at an exercise price of $5.00 per share
      expiring on February 2, 2014.                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                            
|10. | Certain of these shares are held by United Mineral
      Services, a private company that is wholly owned by Mr.
  Dickinson.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                            
|11. | Information was derived from insider reporting filings
      available at www.sedi.com.                                                                                                                                                                                                                                                    

At the annual general meeting of the Company held on June 10,
2009, directors listed above were reelected to a one-year term of office
expiring at the next annual general meeting of Northern Dynasty, which is
currently scheduled for June 2010. Several of the directors serve together on a
number of boards of other publicly listed companies.

Although the directors oversee the management of the Companys
affairs, a cost sharing arrangement exists between a number of the public
resource companies on which several of the directors serve pursuant to
administrative and geological service agreements with Hunter Dickinson Services
Inc. (HDSI), a private company which until recently was owned equally by
several public companies, one of which was Northern Dynasty. HDSI provides
executive, engineering, geological and administrative services to, and incurs
costs on behalf of, these companies and allocates the full costs to them. All
officers have a term of office lasting until their removal or replacement by the
Board of Directors.

Based on insider reports filed on www.sedi.ca, as at
March 29, 2010, the above directors and officers beneficially owned, directly or
indirectly, or exercised control or direction over 8,869,437 common shares of
the Company (9.5%), or 11,034,697 common shares on a fully diluted basis (11.2%)
..

The following committees have been established by the members
of Northern Dynastys board of directors:

Committee
      MembershipAudit Committee
      David Elliott 
        Gordon Fretwell 
        Wayne KirkCompensation Committee
      David Elliott 
        Gordon Fretwell 
        Wayne KirkNominating and Governance 
        Committee
      David Elliott 
        Gordon Fretwell 
        Wayne KirkPebble Limited Partnership 
        Oversight Committee
      Wayne Kirk


---

| |  30  | Annual Information Form
| | ------ | -----------------------

www.northerndynastyminerals.com


Principal Occupation and Other Companies Served by Current
Directors of Northern Dynasty

DAVID J. COPELAND, P.Eng.  Director

David Copeland is a geological engineer who graduated in
economic geology from the University of British Columbia. With over 30 years of
experience, Mr. Copeland has undertaken assignments in a variety of capacities
in mine exploration, discovery and development throughout the South Pacific,
Africa, South America and North America. His principal occupation is President
and Director of CEC Engineering Ltd., a consulting engineering firm that directs
and co-ordinates advanced technical programs for exploration on behalf of
Northern Dynasty and other companies for which Hunter Dickinson Services Inc.
provides services. He is also a director of Hunter Dickinson Services Inc.

Mr. Copeland is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentContinental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    January 2008
    PresentFarallon Mining Ltd.
    Director
    December 1995
    April 2009Great Basin Gold Ltd.
    Director
    February 1994
    March 2008Heatherdale Resources Ltd.
    Director, President and Chief Executive Officer
    November 2009
    PresentRockwell Diamonds Inc.
    Director
    September 2006
    PresentChief Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    PresentTaseko Mines Limited
    Director
    March 1994
    Present


---

| |  31 | Annual Information Form
| | ----- | -----------------------

SCOTT D. COUSENS  Director

Scott Cousens provides management, technical and financial
services to a number of publicly traded companies. Mr. Cousens focus since 1991
has been the development of relationships within the international investment
community. Substantial financings and subsequent corporate success has
established strong ties with North American, European and Asian investors. He is
also a director of Hunter Dickinson Services Inc.

Mr. Cousens is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    June 2009Continental Minerals Corporation
    Director
    June 1994
    PresentFarallon Mining Ltd.
    Director
    December 1995
    April 2007Great Basin Gold Ltd.
    Director
    March 1993
    November 2006Heatherdale Resources Ltd.
    Director and Chairman
    November 2009
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    November 2008Taseko Mines Limited
    Director
    October 1992
    Present


ROBERT A. DICKINSON, B.Sc., M.Sc.  Chairman of the Board
and Director

Robert Dickinson is an economic geologist who serves as a
member of management of several mineral exploration companies, primarily those
for whom Hunter Dickinson Services Inc. provides services. He holds a Bachelor
of Science degree (Hons. Geology) and a Master of Science degree (Business
Administration - Finance) from the University of British Columbia. Mr. Dickinson
has also been active in mineral exploration over 40 years. He is a director of
Hunter Dickinson Services Inc. He is also President and Director of United
Mineral Services Ltd., a private resource company.

Mr. Dickinson is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentChairman
    April 2004
    PresentAmarc Resources Ltd.
    Director
    April 1993
    PresentChairman
    April 2004
    PresentAnooraq Resources Corporation
    Director
    October 2004
    June 2009Co-Chairman
    October 2004
    June 2009Continental Minerals Corporation
    Director
    June 2004
    PresentChairman
    June 2004
    January 2006


---

| |  32 | Annual Information Form
| | ----- | -----------------------

Company
    Positions Held
    From
    ToCo-Chairman
    January 2006
    December 2006Detour Gold Corporation
    Director
    August 2006
    February 2009Farallon Mining Ltd.
    Director
    July 1991
    April 2007Co-Chairman
    September 2004
    April 2006Great Basin Gold Ltd.
    Director
    May 1986
    November 2006Chairman
    April 2004
    December 2005Co-Chairman
    December 2005
    November 2006Heatherdale Resources Ltd.
    Director
    November 2009
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2006Chairman
    November 2000
    September 2006Taseko Mines Limited
    Director
    January 1991
    PresentChairman
    April 2004
    July 2005Co-Chairman
    July 2005
    May 2006


DAVID ELLIOTT, B. Comm., ICD.D. FCA  Director

David Elliott graduated from the University of British Columbia
with a Bachelor of Commerce degree and then acquired a Chartered Accountant
designation. In 2006, he became a certified director with the Institute of
Corporate Directors. Mr. Elliott joined BC Sugar Company in 1976, working in a
number of senior positions before becoming President and Chief Operating Officer
of the operating subsidiary, Rogers Sugar. In 1997, he joined Lantic Sugar in
Toronto as Executive Vice President. He also served as Chairman of the Canadian
Sugar Institute. He became President and Chief Operating Officer of the
International Group based in St Louis, Missouri in 1999, a company involved with
food distribution as well as manufacturing and distribution of pet and animal
feed. For several years, he worked with companies developing e-mail and data
management services.

Mr. Elliott is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    July 2004
    PresentAnooraq Resources Corporation
    Director
    April 2005
    June 2009Great Basin Gold Ltd.
    Director
    July 2004
    PresentTaseko Mines Limited
    Director
    July 2004
    Present


---

| |  33  | Annual Information Form
| | ------ | -----------------------

GORDON J. FRETWELL, B.Comm. LLB.  Director

Gordon Fretwell holds a B.Comm. degree and graduated from the
University of British Columbia in 1979 with his Bachelor of Law degree. Formerly
a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a
self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver
practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 2004
    PresentBell Copper Corporation
    Director
    June 2001
    PresentSecretary
    December 2008
    PresentBenton Resources Corp.
    Director
    March 2005
    PresentContinental Minerals Corporation
    Director
    February 2001
    PresentCopper Ridge Explorations Inc.
    Director and Secretary
    September 1999
    PresentFronterra Copper Corporation
    Director
    February 2009
    June 2009Grandcru Resources Corp.
    Director
    December 2002
    May 2008ICN Resources Ltd. (formerly Icon Industries
      Limited)
    VP of Legal Services
    December 2000
    March 2009Director
    July 2004
    March 2009Secretary
    March 2009
    PresentInternational Royalty Corporation
    Director
    February 2005
    PresentKeegan Resources Inc.
    Director
    February 2004
    PresentLignol Energy Corporation
    Director
    January 2007
    PresentMeritus Minerals Ltd.
    Director
    June 2007
    PresentPine Valley Mining Corp.
    Director
    August 2003
    September 2007Quartz Mountain Resources Ltd.
    Director and Secretary
    January 2003
    PresentRockwell Diamonds Inc.
    Secretary
    March 1998
    November 2007Director
    March 1998
    September 2006Quadro Resources Ltd. (formerly Tri- Gold Resources
      Corp.)
    CFO
    November 2005
    January 2006


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| |  34  | Annual Information Form
| | ------ | -----------------------

RUSSELL E. HALLBAUER, P.Eng.  Director

Mr. Hallbauer graduated from the Colorado School of Mines with
a B.Sc. in Mining Engineering in 1979. He is a Registered Professional Engineer
with the Association of Professional Engineers of British Columbia. He has been
a member of the Canadian Institute of Mining and Metallurgy since 1975 and is a
director and former chairman of the Mining Association of B.C.

In 1983, he joined Teck Corporations Bullmoose mine, advancing
through Engineering and Supervisory positions to become Mine Superintendent in
1987, and in 1992, became General Manager of Quintette. In 1995, he assumed new
responsibilities in Vancouver when he was appointed General Manager, Coal
Operations, overseeing Tecks three operating coal mines in British Columbia. In
2002, he was appointed General Manager, Base Metal Joint Ventures, responsible
for Teck Comincos interests in Highland Valley Copper, Antamina in Peru, and
Louvicourt in Quebec. Mr. Hallbauer is a director of Hunter Dickinson Services
Inc.

Mr. Hallbauer is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    April 2008
    PresentTaseko Mines Limited
    Director, President and Chief Executive Officer
    July 2005
    Present


WAYNE KIRK, LLB  Director

Wayne Kirk is a retired attorney and consultant. With over 35
years of professional experience, Mr. Kirk also has over 9 years of senior
executive experience in the mining industry.

Mr. Kirk is a citizen of the United States and is a resident of
the state of Washington. A Harvard University graduate, Mr. Kirk received his
law degree in 1968. From 1992 to 2001 Mr. Kirk was the Vice President, General
Counsel and Corporate Secretary of Homestake Mining Company. Prior to his
retirement in June 2004 he spent two years as Special Counsel for the law firm,
Thelen Reid & Priest, in San Francisco.

Mr. Kirk is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    July 2004
    PresentAnooraq Resources Corporation
    Director
    July 2005
    PresentGabriel Resources Ltd.
    Director
    June 2008
    PresentGreat Basin Gold Ltd.
    Director
    July 2004
    PresentTaseko Mines Limited
    Director
    July 2004
    Present


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| |  35  | Annual Information Form
| | ------ | -----------------------

STEPHEN V. SCOTT, CPA  Director

Mr. Scott has over 20 years of experience in the mining
industry, encompassing both international and domestic assignments. He is
currently General Manager Commercial, Rio Tinto Exploration, Project Generation
Group, a position that he has held since 2005. Between 2000 and 2005, he held
other senior managerial positions within the Rio Tinto plc group. Rio Tinto plc
owns, or controls indirectly through affiliates, approximately 19.4% of Northern
Dynasty's outstanding shares. Mr. Scott is not an officer and/or director of any
other public companies.

MARCHAND SNYMAN,CA(SA), CA(Aus)  Director, Chief
Financial Officer

With over 14 years of progressive experience in the mining
sector, Mr. Snyman was a director of Muratie Investments Pty Limited between
2003 and 2006, an Australian mining consultant providing advisory services to
businesses in Australia, China, South Africa and the USA. Mr. Snyman was General
Manager Corporate Finance and Development for Anglo Platinum Limited, the
world's premier platinum producer from 1999  2002, responsible for managing
diverse projects including joint venture negotiations, corporate tax structures
and offshore corporate operations, having joined Anglo Platinum in 1996 as
Corporate Finance Manager. Prior to that, he was a senior financial advisor for
a multi-modal transportation company in South Africa. He is a director and Chief
Operating Officer of Hunter Dickinson Services Inc.

Mr. Snyman is a member of the Institute of Chartered
Accountants in Australia and of the South African Institute of Chartered
Accountants.

Mr. Snyman is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    August 2008
    PresentChief Financial Officer
    August 2008
    PresentContinental Minerals Corporation
    Chief Financial Officer
    January 2008
    PresentHeatherdale Resources Ltd.
    Chief Financial Officer
    November 2009
    Present


RONALD W. THIESSEN, CA  Director, President and Chief
Executive Officer

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is employed by Hunter
Dickinson Services Inc., a company providing management and administrative
services to several publicly-traded companies and focuses on directing corporate
development and financing activities. He is also a director and Chief Executive
Officer of Hunter Dickinson Services Inc.

Mr. Thiessen is, or was within the past five years, an officer
and/or director of the following public companies:

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| |  36  | Annual Information Form
| | ------ | -----------------------

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April 1996
    PresentPresident and Chief Executive Officer
    September 2000
    August 2007Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold Corporation
    Director
    July 2006
    PresentChairman
    July 2006
    March 2009Farallon Mining Ltd.
    Director
    August 1994
    PresentCo-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2007President and Chief Executive Officer
    November 2000
    September 2006Chairman
    September 2006
    September 2007Taseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    May 2006Chairman
    May 2006
    PresentQuadro Resources Ltd. (formerly Tri- Gold Resources Corp.
    Director
    July 1992
    December 2006


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| |  37 | Annual Information Form
| | ----- | -----------------------

TREVOR THOMAS, LLB  Secretary

Trevor Thomas has practiced in the areas of corporate commercial,
  corporate finance, securities and mining law since 1995, both in private practice
  environment as well as in house positions and is currently in-house counsel
  for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services
  Inc., he served as in-house legal counsel with Placer Dome Inc.

Mr. Thomas is, or was within the past five years, an officer of
the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Secretary
    February 2008
    PresentAmarc Resources Ltd.
    Secretary
    February 2008
    PresentAnooraq Resources Corporation
    Assistant Secretary
    November 2007
    PresentContinental Minerals Corporation
    Secretary
    February 2008
    PresentFarallon Mining Ltd.
    Secretary
    December 2007
    PresentHeatherdale Resources Ltd.
    Secretary
    November 2009
    PresentRockwell Diamonds Inc.
    Secretary
    February 2008
    PresentTaseko Mines Limited
    Secretary
    July 2008
    Present


Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or officer of Northern Dynasty is, as of the date
of this AIF, or has been within the 10 years before the date of this AIF, a
director or officer of any company that while that person was acting in that
capacity, was the subject of a cease trade order, penalties, sanctions or
bankruptcy, during the time the individual was a director or within a one year
period thereafter, or was a director or officer of a company during the time in
which an event occurred which led to a cease trade order, penalties, sanctions
or bankruptcy subsequent to the individual ceasing to act as a director or
officer. This information has been provided by each director or officer, as the
Company is unable to verify these statements independently.

Potential Conflicts of Interest

Directors of Northern Dynasty also serve as directors of other
similar companies involved in natural resource development. Accordingly, it may
occur that properties will be offered to such other companies. Furthermore,
those other companies may participate in the same properties as those in which
Northern Dynasty has an interest. As a result there may be situations which
involve a potential conflict of interest or issues in connection with the
doctrine of corporate opportunity. In that event, a financially interested
director would not be entitled to vote at meetings of directors in respect of a
transaction involving the Company if it evokes any such conflict. The directors
will attempt to avoid dealing with such other companies in situations where
conflicts or corporate opportunity issues might arise and will at all times use
their best efforts to act in the best interests of Northern Dynasty.

ITEM 11.    PROMOTERS

Not applicable.

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| |  38  | Annual Information Form
| | ------ | -----------------------

ITEM 12.    LEGAL
PROCEEDINGS

None.

ITEM 13.    INTEREST OF
MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the Company, nor
any person who has held such a position since the beginning of the last
completed financial year end of the Company, nor any associate or affiliate of
the foregoing persons, has any substantial or material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any
material transactions of the Company other than as set out herein.

Hunter Dickinson Services Inc. (HDSI) is a private company
which until recently was owned equally by several public companies, one of which
was Northern Dynasty. HDSI has certain directors in common with the Company and
provides geological, corporate development, administrative and management
services to, and incurs third party costs on behalf of, the Company and its
subsidiaries on a full cost recovery basis pursuant to an agreement dated June
1, 2008. During the year ended December 31, 2009, the Company paid HDSI
approximately $1.6 million (2008  $1.3 million) for their services rendered and
$0.6 million (2008  $0.9 million) for third party costs incurred on the
Companys behalf. Certain members of the companys senior management are
employed by HDSI rather than by Northern Dynasty directly.

To the knowledge of management, the following parties own more
than 10% of the Companys outstanding voting securities:

1) Rio Tinto

In 2006, the Company issued 8,745,845 common shares in
connection with a share purchase agreement with Kennecott Canada Exploration
Inc. (Kennecott) for $10.00 per share for proceeds of approximately $87
million. Kennecott received a right of first refusal to participate in up to 50%
of future share placements by the Company, subject to customary exceptions,
until Kennecott reaches 19.9% of the Companys outstanding share capital. In
January 2007, Northern Dynasty was advised by Galahad Gold plc (Galahad), a
significant shareholder of the Company that QIT-Fer Et Titane Inc., an affiliate
of Rio Tinto, agreed to purchase 9.4 million shares of Northern Dynasty from
Galahad at a price of $10 per share. The share purchase, which closed February
1, 2007, increased Rio Tintos indirect ownership in Northern Dynasty to
approximately 19.79% at the time. Currently, the holding represents
approximately 19.4% .

2) Mitsubishi Corporation

On February 14, 2008, the Company was advised that Mitsubishi
Corporation had acquired an aggregate of 8,296,108 shares in the open market for
a total shareholding in Northern Dynasty of 9.0% . Further purchases of common
shares in the Company were made by Mitsubishi Corporation increasing its
shareholding to 10,179,800 common shares or 11% as of March 8, 2010 based on
filings made with the United States Securities and Exchange Commission.

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| |  39  | Annual Information Form
| | ------ | -----------------------

ITEM 14.    TRANSFER
AGENT AND REGISTRAR

The Company's registrar and transfer agent is Computershare
Trust Company of Canada, located in Vancouver, BC.

ITEM 15.    MATERIAL
CONTRACTS

The Company has the following material contracts that is in
effect during the fiscal year ended December 31, 2009:

| | 1) | Pebble Limited Partnership Agreement between Pebble Mines
      Corp., Anglo American US (Pebble) LLC, and Northern Dynasty Partnership,
      dated for reference July 31, 2007, originally filed on SEDAR on March 26,
      2008, and re-filed on March 31, 2010. The particulars of this material
      contract are described under Item 5. Description of Business  Limited
      Partnership with Anglo American.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2) | Stockholders Agreement by and among Anglo American US
      (Pebble) LLC, Northern Dynasty Partnership, and Pebble Mines Corp, dated
      for reference July 31, 2007, originally filed on SEDAR on March 26, 2008,
      and re-filed on March 31, 2010. The particulars of this material contract
      are described under Item 5. Description of Business  Limited Partnership
      with Anglo American.         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3) | Corporate Services Agreement between Hunter Dickinson
      Services Inc. and Northern Dynasty Minerals, dated for reference June 1,
      2008, and filed on SEDAR on April 17, 2009. The particulars of this
      material contract are described under Item 13. Interest of Management and
      Others in Material Transactions.                                                                                      

ITEM 16.    INTERESTS OF
EXPERTS

Mark Rebagliati, P.Eng., James Lang, P.Geo., Eric Titley,
P.Geo., David Rennie, P.Eng., David Gaunt, P.Geo., Lawrence Melis, P.Eng., Derek
Barratt, P.Eng., and Stephen Hodgson, P.Eng., are each persons

|(a) | who are named as having prepared, or co-prepared, a
      report described in a filing, or referred to in a filing, made under
      National Instrument 51-102 by the Company during, or relating to, the
      Companys most recently completed financial year; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                       
|(b) | whose profession or business gives authority to the
      report made by him.                                                                                                                                                                                         

Each of Messrs. Rebagliati, Lang, Titley, Rennie, Gaunt, Melis,
Barratt and Hodgson hold interests in the common shares of the Company, directly
or indirectly, or through stock options, representing less than 1% of the
Company's outstanding share capital.

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| |  40  | Annual Information Form
| | ------ | -----------------------

ITEM 17.    ADDITIONAL
INFORMATION

Additional information, including directors' and officers'
remuneration, indebtedness of officers, executive stock options and interests of
management and others in material transactions, where applicable, is contained
in annual financial statements, proxy circulars and interim financial statements
of the Company, available on SEDAR at www.sedar.com.

The following documents can be obtained upon request from
Northern Dynastys Shareholder Communication Department by calling (604)
684-6365:

|(i)   | this AIF, together with any document incorporated herein
      by reference;                                                                                                                                                                                    
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | the Annual Report of the Company and any interim
      consolidated financial statements filed with Securities Commissions
      subsequent to the audited consolidated financial statements for the
      Company's most recently completed financial year; and
|(iii) | the Proxy Circular for the annual general meeting of the
      Company.                                                                                                                                                                                         

The Company may require the payment of a reasonable charge from
persons, other than security holders of the Company, requesting copies of these
documents.

ITEM 18.    DISCLOSURE
FOR COMPANIES NOT SENDING INFORMATION CIRCULARS

Not applicable.

ITEM 19.    CONTROLS AND
PROCEDURES

Disclosure Controls and Procedures

The Companys management, with the participation of its Chief
Executive Officer and Chief Financial Officer, have evaluated the effectiveness
of the Companys disclosure controls and procedures. Based on that evaluation,
the Companys Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of the period covered by this report, the Companys
disclosure controls and procedures were effective to provide reasonable
assurance that the information required to be disclosed by the Company in
reports it files is recorded, processed, summarized and reported, within the
appropriate time periods.

Managements Report on Internal Control over Financial
Reporting

The Company's management, including the Chief Executive Officer
and the Chief Financial Officer, is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting (ICFR) is 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 IFRS. The Company's internal control over financial reporting includes
those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail, accurately
    and fairly reflect the transactions and dispositions of the assets of the
    Company;
- provide reasonable assurance that transactions are recorded as necessary
    to permit preparation of financial statements in accordance with IFRS, and
    that receipts and expenditures of the Company are being made only in accordance
    with authorizations of management and directors of the company; and

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| |  41 | Annual Information Form
| | ----- | -----------------------

- 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.

The Companys management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the
realities that judgments in decisions-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
unauthorized override of control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2009. In making the assessment, it used the criteria set forth in the Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on their assessment, management has concluded that, as of December 31, 2009, the Companys internal control over financial reporting was
effective based on those criteria.

The Companys internal control over financial reporting as of December 31, 2009 has been audited by Deloitte & Touche LLP, Independent Registered Chartered Accountants who also audited the Companys Consolidated Financial Statements
for the year ended December 31, 2009. Deloitte & Touche LLP as stated in their report, that immediately precedes the Company's audited consolidated financial statements for the year ended December 31, 2009, expressed an unqualified opinion on
the effectiveness of the Companys internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There has been no change in the design of the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting during
the period covered by this Annual Information Form.

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| |  42  | Annual Information Form
| | ------ | -----------------------

ITEM 20.    AUDIT
COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

A.   AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors has determined that Mr. David Elliott is
a member of the audit committee of the Company who qualifies as an audit
committee "financial expert" based on his education and experience. Mr. Elliott
is "independent", as that term is defined by the rules of Canadian National
Instrument 58-101 the rules of the NYSE Amex. Mr. Elliott is an accredited
Chartered Accountant in Canada.

B.   CODE OF ETHICS

The Company has adopted a code of ethics that applies to all
personnel of the Company. A copy of the Code of Ethics was attached as an
exhibit to the Company's Annual Report on Form 20-F filed in June 2005. The Code
of Ethics was updated in 2007 and again in 2009 and is publicly available on the
Companys website at www.northerndynastyminerals.com.

C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Company's audit firm for various services.

Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,Services:
    
    2009
    
    
    2008Audit Fees
    $
    226,000
    
    $
    85,000Audit-Related Fees(1)
    
    
    
    
    Tax Fees
    
    
    
    
    All Other Fees
    
    
    
    
    $
    226,000
    
    $
    85,000


Note:

| | (1) | "AuditRelated Fees" include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (2) | During the year ended December 31, 2009, the Company
      appointed Deloitte and Touche LLP as its auditors. Fees disclosed for the
      year ended December 31, 2009 are to Deloitte and Touche LLP. Fees
      disclosed for the year ended December 31, 2008 are to its previous
      auditors, DeVisser Gray LLP.                                  

From time to time, management of the Company recommends to and
requests approval from the audit committee for audit and non-audit services to
be provided by the Company's auditors. The audit committee routinely considers
such requests at committee meetings, and if acceptable to a majority of the
audit committee members, pre-approves such audit and non-audit services by a
resolution authorizing management to engage the Company's auditors for such
non-audit services, with set maximum dollar amounts for each itemized service.
During such deliberations, the audit committee assesses, among other factors,
whether the non-audit services requested would be considered "prohibited
services" as contemplated by the US Securities and Exchange Commission, and
whether the non-audit services requested and the fees related to such services
could impair the independence of the auditors.

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| |  43  | Annual Information Form
| | ------ | -----------------------

ITEM
21.        OFF BALANCE SHEET ARRANGEMENTS

None.

ITEM
22.        TABULAR DISCLOSURE OF CONTRACTUAL
OBLIGATIONS

Contractual obligation
    Nil
    Nil
    Nil
    Nil
    NilLong term debt obligations
    Nil
    Nil
    Nil
    Nil
    NilOperating lease obligations
    Nil
    Nil
    Nil
    Nil
    NilPurchase obligations
    Nil
    Nil
    Nil
    Nil
    NilOther
    Nil
    Nil
    Nil
    Nil
    NilTotal
    Nil
    Nil
    Nil
    Nil
    Nil


The term purchase obligation means an agreement to purchase
goods or services that is enforceable and legally binding on the registrant that
specifies all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction.

---