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NORTHERN DYNASTY MINERALS LIMITED (the "Company")

CODE OF ETHICS

|1. | Introduction and Purpose                                                                                                                                                                                                                                                                                                                                           
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|   | This Code of Ethics sets out the ethical
        and behavioural standards expected of the Company's directors, officers,
        employees and contractors.                                                                                                                                                                                                       
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|   | The purpose of the Code is to underpin
        and support the Company's vision and values that govern our individual
        and collective behaviour. The vision and values set out below are an integral
        part of the Company's Code of Ethics.                                                                                                          
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|2. | The Company's Corporate Focus                                                                                                                                                                                                                                                                                                                                      
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|   | The Company's focus is to be a successful,
        modern and sustained mineral exploration, development and mining corporation.                                                                                                                                                                                                                                   
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|   | To achieve this vision we include the
        following values in all our activities:                                                                                                                                                                                                                                                                              
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|3. | Integrity and Objectivity                                                                                                                                                                                                                                                                                                                                          
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|   | We have an obligation to be straightforward,
        honest and sincere in our approach to our work and to avoid improper personal
        benefits as a result of our position.                                                                                                                                                                                   
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|   | We have an obligation to ensure that our
        individual interests do not interfere, or appear to interfere, with the
        Company's interests. We will be impartial, intellectually and morally
        honest and minimize actual and perceived conflicts of interest. We will
        be fair and not allow prejudice or bias to override our objectivity.

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|   | We will not have undisclosed and unapproved business
        relationships, including with joint venture participants, suppliers, customers
        or competitors, that might impair, or appear to impair, the independence
        of any judgement that we may make on behalf of the Company.                                                                                                                            
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|   | We will not pay or accept any bribe, or other improper
        inducements in the course of our business dealings on behalf of the Company.                                                                                                                                                                                                                                                                                 
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|4. | Fair Dealing, Due Care                                                                                                                                                                                                                                                                                                                                                                                                      
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|   | We will deal honestly and fairly in our dealings
        with the Company's shareholders, joint venture participants, customers,
        suppliers, professional advisors, competitors and other stakeholders.                                                                                                                                                                                                              
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|   | We will maintain a high standard of competence,
        only undertaking work that we can expect to complete with professional
        competence. We will strive to complete our obligations and work with due
        care and in a timely manner in accordance with the hightechnical and professional
        standards appropriate to that work.                                                                       
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|   | We will use diligence in our recruitment and employment
        practices, and treat colleagues with respect and dignity.                                                                                                                                                                                                                                                                                                   
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|5. | Use of Company Assets and Property                                                                                                                                                                                                                                                                                                                                                                                          
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|   | We will endeavour to protect and insure, where reasonably
        practical, the Company's assets and property in our control for the legitimate
        business purposes of the Company, and will not use that property for any
        other purpose, including for personal gain.                                                                                                                                       
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|6. | Use of Company Information                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | We will use the Company's corporate information
        gained during our relationship with the Company only in the best interests
        of the Company and not for personal gain. We will keep the Company's corporate
        information confidential. We will trade our shares in the Company in compliance
        with all applicable laws and where required, will properly and timely
        report such trading.
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|   | We will ensure that the Company provides full, true,
        plain and timely disclosure in reports and documents publicly disclosed,
        so that the public is properly informed and not misled by statements or
        omissions.                                                                                                                                                                                    
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|7. | Compliance with Laws, Regulations and Rules                                                                                                                                                                                                                                                                                                                                                                                 
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|   | We will act honestly and in good faith, and comply
        with applicable laws, including legislation, regulations, local by-laws
        and Rules (including the TSX Listing Rules) and                                                                                                                                                                                                                                  

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|    | codes of practice in the countries in which the
        Company operates or where it has registered issuer status. We will ensure
        that our exploration, development and mining practices not only comply
        with all applicable laws and regulations but strive to be among the "best
        in class" standards.                                                                                                                                                                                                                                                                                                                                                                                                
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|8.  | Professional Behaviour, Compliance with Corporate
        Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|    | We will conduct ourselves, both at work and outside
        of business hours, in a manner consistent with the good reputation of
        the Company and refrain from any conduct that might bring discredit to
        the Company. In particular, all staff will refrain from taking any action
        that improperly influences, coerces, manipulates, or misleads the firm
        engaged in the performance of the audit of the financial statements of
        the Company (and subsidiaries).                                                                                                                                                                                                                       
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|    | We will behave and conduct ourselves in a manner
        that is consistent with the Company's vision and values set out in this
        Code, and will comply with Corporate Policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|9.  | Compliance with Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|    | This Code forms part of every one of the Company's
        employee's conditions of employment and for all officers and directors
        as well. Failure to comply with the Code can result in disciplinary action
        including, where appropriate, dismissal. Compliance with this Code shall
        be taken into account on a regular basis when assessing individual performance.
        Failure of contractors to comply with this Code may result in termination
        of the contractor's contract for services with the Company.                                                                                                                                                                            
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|    | If any person becomes aware of a breach, or suspected
        breach, of this Code, they must report it immediately to their manager
        and company secretary for action. If this is inappropriate or uncomfortable
        for the individual, the breach, or suspected breach, should be reported
        to another member of the senior management team and the Company secretary
        for action. No action will be taken against any individual reporting a
        breach, or suspected breach, by virtue of that report. Subject to any
        legal restriction, the name of the person disclosing the information pertaining
        to breach, or suspected breach, of this Code will be kept confidential.
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|10. | CEO and Senior Financial Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    | The Sarbanes Oxley Act 2002(USA) encourages
        all corporations subject to SEC regulations to maintain a code of ethics
        covering senior financial officers, including the CEO. The ethical and
        behavioural standards reflected in that Act are the basic tenets of ethical
        and professional conduct adopted by the Company in this Code for all its
        staff and contractors, and as such apply equally to the CEO and CFO, and
        any other senior finance staff.                                                                                                                                                                                                                      

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