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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended December 31, 2004 (with other information to March 15, 2005 except where noted)

OR

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

For the transition period from _______________ to _______________

CIK Number 0001164771 
  Commission file number 0-31224

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

NORTHERN DYNASTY MINERALS LTD. 
  (Translation of Registrant’s name into English)

BRITISH COLUMBIA, CANADA 
  (Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street Vancouver, British Columbia, Canada, V6C 2V6 
  (Address of principal executive offices)

COMMON SHARES WITHOUT PAR VALUE
  (Title of Class)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered pursuant to Section
  12(g) of the Act

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**Common Shares without Par Value**
  (Title of Class)

Securities for which there is
  a reporting obligation pursuant to Section 15(d) of the Act.

None

Number of outstanding shares of Northern Dynasty's only class
  of capital stock as on December 31, 2004

47,690,287 Common Shares without
  Par Value 
  (the number outstanding on March 15, 2005 was 49,316,165).

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

NOT APPLICABLE

Indicate by check mark which financial statement item Registrant has elected to follow:

Item 17 x Item
  18  ̈

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a
court.

NOT APPLICABLE

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian dollars. On March 15, 2005 the Federal
  Reserve noon rate for Canadian Dollars was US$1.00:C$ 1.2078 (see Item
  4 for further historical Exchange Rate Information).

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

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Page

|ITEM |  | 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISERS                        | 6 
|---- |  | -- | ---------------------------------------------------------------------------------- | --
|ITEM |  | 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 7 
|ITEM |  | 3  | KEY INFORMATION                                                                    | 8 
|ITEM |  | 4  | INFORMATION ON THE COMPANY                                                         | 13
|ITEM |  | 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 35
|ITEM |  | 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 42
|ITEM |  | 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 54
|ITEM |  | 8  | FINANCIAL INFORMATION                                                              | 58
|ITEM |  | 9  | THE OFFER AND LISTING                                                              | 59
|ITEM |  | 10 | ADDITIONAL INFORMATION                                                             | 61
|ITEM |  | 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 75
|ITEM |  | 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES                       | 76
|ITEM |  | 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 77
|ITEM |  | 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 78
|ITEM |  | 15 | CONTROLS AND PROCEDURES                                                            | 79
|ITEM |  | 16 | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
      FEES, AND EXEMPTIONS             | 80
|ITEM |  | 17 | FINANCIAL STATEMENTS                                                               | 82
|ITEM |  | 18 | FINANCIAL STATEMENTS                                                               | 83
|ITEM |  | 19 | EXHIBITS                                                                           | 84

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Geological Terms and Mineral Symbols

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                            
|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 50-700oC 
        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 high content of quartz.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                            
|Mineral Resource                             | Mineral resource means a deposit or concentration
        of natural, solid,  inorganic or fossilized organic substance in
        such quantity and at such greater  quality that extraction of the
        material at a profit is currently or potentially  possible. “Inferred
        Resource” means the estimated quantity and grade of a  deposit,
        or a part thereof, that is determined on the basis of limited sampling, 
        but for which there is sufficient geological information and a reasonable 
        understanding of the continuity and distribution of metals values to outline
        a  deposit of potential economic merit. “Indicated Resource”
        means the  estimated quantity and grade of a part of a deposit for
        which the continuity  of grade, together with the extent and shape,
        are so well-established that a  reliable grade and tonnage estimate
        can be made. “Measured Resource”  means the estimated
        quantity and grade of that part of a deposit for which  the size,
        configuration and grade have been very well-established by  observation
        and sampling of outcrops, drill holes, trenches and mine  workings.
|                                            
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Currency and Measurement

All currency amounts in this Annual Report are stated in Canadian
  dollars unless otherwise indicated (see Item 3A for exchange rate information).

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The following measurements may be used.

|Ton   | Imperial measure equal to 2,000 pounds.                           
|----- | ------------------------------------------------------------------
|Tonne | Metric measure of mass equal to 1,000 kilograms or 2,204.6 pounds.

Conversion of metric units into imperial equivalents is as follows:

|Metric Units | Multiply | Imperial Units             
|------------ | -------- | ---------------------------
|             | by       |                            
|hectares     | 2.471    | =  acres                   
|metres       | 3.281    | =  feet                    
|kilometres   | 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       

PART 1

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ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
  ADVISERS

Not applicable

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ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

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ITEM 3 KEY INFORMATION

A.               Selected
  Financial Data

The following constitutes selected financial data for Northern
  Dynasty Minerals Ltd. (“Northern Dynasty” or the “Company”)
  for the last five fiscal years ended December 31, 2004, in Canadian dollars,
  presented in accordance with Canadian generally accepted accounting principles
  (“GAAP”) and United States GAAP.

|Balance Sheet Data                  |   | 2004        |   |   | 2003        |   |   | 2002        |   |   | 2001       |   |   | 2000       |  
|----------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ---------- | - | - | ---------- | -
|Total assets according to financial | $ | 25,440,941  |   | $ | 3,682,646   |   | $ | 685,149     |   | $ | 2,588,367  |   | $ | 2,644,832  |  
|statements (CDN GAAP)(1)            |   |             |   |   |             |   |   |             |   |   |            |   |   |            |  
|Total Assets (US GAAP)(2)           |   | 25,630,081  |   |   | 3,682,646   |   |   | 685,149     |   |   | 2,588,367  |   |   | 2,644,832  |  
|Total liabilities                   |   | 3,025,155   |   |   | 429,722     |   |   | 186,288     |   |   | 768,544    |   |   | 4,500      |  
|Share capital                       |   | 76,109,561  |   |   | 21,064,437  |   |   | 11,035,977  |   |   | 7,907,717  |   |   | 7,273,342  |  
|Deficit (CDN GAAP)                  |   | (61,198,495 | ) |   | (19,499,848 | ) |   | (11,200,387 | ) |   | (6,087,894 | ) |   | (4,633,010 | )
|Deficit (US GAAP)                   |   | (61,198,495 | ) |   | (19,499,848 | ) |   | (11,200,387 | ) |   | (6,087,894 | ) |   | (4,633,010 | )
|                                    |   |             |   |   |             |   |   |             |   |   |            |   |   |            |  
|                                    |   |             |   |   |             |   |   |             |   |   |            |   |   |            |  
|Period End Balances                 |   |             |   |   |             |   |   |             |   |   |            |   |   |            |  
|(as at December 31)                 |   | 2004        |   |   | 2003        |   |   | 2002        |   |   | 2001       |   |   | 2000       |  
|Working capital                     | $ | 10,229,064  |   | $ | 3,240,887   |   | $ | 496,048     |   | $ | 1,816,289  |   | $ | 2,639,000  |  
|Equipment, net                      |   | 398,101     |   |   | 12,037      |   |   | 2,813       |   |   | 3,534      |   |   | 1,332      |  
|Mineral property interests          |   | 11,788,621  |   |   | ---         |   |   | ---         |   |   | ---        |   |   | ---        |  
|Shareholders’ equity                |   | 22,415,786  |   |   | 3,252,924   |   |   | 498,861     |   |   | 1,819,823  |   |   | 2,640,332  |  
|Number of outstanding Shares        |   | 47,690,287  |   |   | 31,733,186  |   |   | 15,515,223  |   |   | 9,292,455  |   |   | 7,182,455  |  

No cash or other dividends have ever been declared.

|Statement of Operations Data                    |   | 2004        |   |   | 2003       |   |   | 2002       |   |   | 2001       |   |   | 2000     |  
|----------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | -------- | -
|Investment and Other Income (loss)              | $ | (244,303    | ) | $ | 130,318    |   | $ | (10,676    | ) | $ | 108,631    |   | $ | 157,138  |  
|General and administrative expenses             |   | 2,480,567   |   |   | 1,252,986  |   |   | 771,881    |   |   | 395,121    |   |   | 316,033  |  
|Write-down of mineral property interests and    |   |             |   |   |            |   |   |            |   |   |            |   |   |          |  
|investments                                     |   | --          |   |   | ---        |   |   | ---        |   |   | --         |   |   | --       |  
|Exploration Expenditures                        |   | 32,594,900  |   |   | 5,501,729  |   |   | 4,329,936  |   |   | 1,168,394  |   |   | --       |  
|Stock-based compensation                        |   | 6,378,877   |   |   | 1,675,064  |   |   | ---        |   |   | --         |   |   | --       |  
|Income (loss) according to financial statements |   |             |   |   |            |   |   |            |   |   |            |   |   |          |  
|(CDN GAAP)                                      |   | (41,698,647 | ) |   | (8,299,461 | ) |   | (5,112,493 | ) |   | (1,454,884 | ) |   | (158,895 | )
|Income (loss) from continuing operations per    |   |             |   |   |            |   |   |            |   |   |            |   |   |          |  
|Common Share (CDN GAAP)                         |   | (1.04       | ) |   | (0.35      | ) |   | (0.41      | ) |   | (0.20      | ) |   | (0.02    | )
|Income (loss) per Share (US GAAP)(2)            |   | (1.04       | ) |   | (0.35      | ) |   | (0.41      | ) |   | (0.20      | ) |   | (0.02    | )

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|(1) | Northern Dynasty follows Canadian GAAP applicable
        to junior mining exploration companies whereby mineral exploration expenditures
        can be deferred on prospective properties until such time as it is determined
        that further exploration is not warranted, at which time the property
        costs are written off. Under US GAAP exploration costs are generally written
        off as incurred unless there is a feasibility report which confirms the
        existence of economic ore making the recovery of costs likely. As Northern
        Dynasty did not record any deferred exploration expenditures effective
        December 31, 2001 there is no difference between presentation of Northern
        Dynasty’s accounts under Canadian and US GAAP.                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Statement of Financial Accounting Standards No.
        128: Earnings per Share (“SFAS 128”) replaces the presentation
        of primary earnings per share (“EPS”) with a presentation
        of both basic and diluted EPS for all entities with complex capital structures,
        including a reconciliation of each numerator and denominator. Basic EPS
        excludes dilutive securities and is computed by dividing income available
        to common stockholders by the weighted-average number of common shares
        outstanding for the year. Diluted EPS reflects the potential dilution
        that could occur if dilutive securities were converted into common stock
        and is computed similarly to fully diluted EPS pursuant to previous accounting
        pronouncements.
        SFAS 128 applies equally to loss per share presentations.
        Stock options and warrants outstanding were not included in the computation
        of diluted loss per share as their inclusion would be anti-dilutive.

On March 15, 2005 the Federal Reserve noon rate for Canadian
  Dollars was US$1.00:C$ 1.2078. The following table sets out the exchange
  rates, based on the noon buying rates as posted on the Bank of Canada website
  (www.bankofcanada.ca), for the conversion of Canadian dollars into United States
  dollars. These rates are comprised of those in effect at the end of the six
  months including and immediately prior to December 31, 2004 and the average
  exchange rates and the range of high and low exchange rates for such periods.

|                   | 2004 | 2003 | 2002 | 2001 | 2000
|------------------ | ---- | ---- | ---- | ---- | ----
|End of Period      | 1.20 | 1.30 | 1.58 | 1.59 | 1.52
|Average for Period | 1.30 | 1.40 | 1.57 | 1.55 | 1.49
|High for Period    | 1.40 | 1.58 | 1.62 | 1.60 | 1.56
|Low for Period     | 1.17 | 1.30 | 1.50 | 1.49 | 1.43

Monthly Low and High Exchange Rates:

|Month         | Low  | High
|------------- | ---- | ----
|March 2005    | 1.20 | 1.25
|February 2005 | 1.22 | 1.26
|January 2005  | 1.19 | 1.25
|December 2004 | 1.18 | 1.24

See Item 17 for accompanying audited year-end financial statements (prepared in accordance with Canadian GAAP) for further details.

B.               Capitalization
  and Indebtedness

Not applicable.

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C.               Reasons
  for the Offer and Use of Proceeds

Not applicable.

D.               Risk
  Factors

***Northern Dynasty’s Pebble Property Contains
  No Known Reserves of Ore.*** Although there is a known body of mineralization
  on the Pebble Property (see Items 4, 7 and 19), and Northern Dynasty has completed
  a major definition and in-fill core drilling program within, and adjacent to,
  the deposit to determine indicated and measured resources to allow for completion
  of planned feasibility studies, there are currently no known reserves or body
  of commercially viable ore and the Pebble Property must be considered an exploration
  prospect only. Extensive additional exploration work is required before Northern
  Dynasty can ascertain if any mineralization may be economic and hence constitute
  ‘ore”. Engineering, socioeconomic and environmental studies are
  ongoing. Additional drilling is planned to further define a new zone on the
  eastern flank of the deposit. Exploration for minerals is a speculative venture
  necessarily involving substantial risk. If the expenditures Northern Dynasty
  makes on the Pebble Property do not result in discoveries 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.

***Further Funding Needed to Explore and Retain Rights
  to Pebble Property.*** Northern Dynasty’s primary means of
  generating funds is through the sale of common shares, and Northern Dynasty
  will need to continue to find buyers for its treasury shares in order to generate
  sufficient funds to allow Northern Dynasty to conduct further work on the Pebble
  Property and completion of the planned exploration and engineering, socioeconomic
  and environmental programs. If Northern Dynasty cannot fund such programs, its
  share value will be severely negatively impacted. Northern Dynasty believes
  that it will need to raise additional funds to pursue the current level of exploration
  of the Pebble Property.

Northern Dynasty Has No History of Earnings and No Foreseeable
  Earnings.Northern Dynastyhas a history of 20 years of
  losses. Northern Dynasty may never be profitable. Northern Dynasty has paid
  no dividends on its shares since incorporation and does not anticipate paying
  dividends in the foreseeable future. A failure to eventually achieve profitability
  will negatively impact on Northern Dynasty’s share value.

Assets May be Subject to Future Write-Downs.Northern Dynasty’s financial statements have been prepared assuming
  that Northern Dynasty will continue its business on a going-concern basis; however
  unless additional funding is obtained this assumption will have to change and
  Northern Dynasty’s assets may then have to be written-down from carrying
  values based on costs to asset prices which are realizable in insolvency or
  distress circumstances.

Significant Potential Equity Dilution and End of Lock-ups.At March 15, 2005, Northern Dynasty had 49,316,165 common shares and
  4,006,300 share purchase options and 2,925,478 warrants outstanding. The resale
  of outstanding shares from the exercise of dilutive securities could have a
  depressing effect on the market for Northern Dynasty’s shares. At March
  15, 2005, dilutive securities represent approximately 14.1% of Northern Dynasty’s
  currently issued shares. As of March 15, 2005 Northern Dynasty had agreed to
  issue a further 14,002,268 shares, subject to regulatory approval, for a related
  party property acquisition. (See Item 7)

Exploration is a Risky Business. The exploration
  for mineral deposits involves significant financial and other risks over an
  extended period of time, which even a combination of careful evaluation, experience
  and knowledge may not eliminate. Few properties that are explored are ultimately
  developed into producing mines. Factors beyond Northern Dynasty’s control
  will affect the marketability of any substances discovered.

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Gold, copper and molybdenum prices improved in 2004, but had
  been depressed for several years prior to that, and may continue to fluctuate
  widely. Even if exploration is successful (and a mine deemed warranted), mining
  requires huge capital investment, long capital recovery periods and it is difficult
  to suspend operations pending a recovery of prices.

Risk of Adverse Government Policies. Government
  regulations relating to mineral rights tenure, permission to disturb wilderness
  areas and the right to operate and export minerals can adversely affect Northern
  Dynasty. Northern Dynasty may not be able to obtain all necessary licenses and
  permits that may be required to carry out exploration at our projects. Environmental
  concerns in general continue to be a significant challenge for Northern Dynasty
  as they are for all exploration companies. Any changes in regulations or shift
  in political attitude are beyond the control of Northern Dynasty and may adversely
  affect its business.

Environmental Risks. Unexpected environmental
  damage from spills, accidents and severe acts of nature such as earthquakes
  are risks which may not be fully insurable and if catastrophic could mean the
  total loss of shareholders’ equity.

Volatility of Northern Dynasty’s Shares 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 market for resource stocks, the strength of
  the economy generally, the availability and attractiveness of alternative investments,
  and the breadth of the public market for the stock. The effect of these and
  other factors on the market price of the common shares on the TSX Venture 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.

Northern Dynasty’s Directors, Officers and Staff
  are only Part-Time.Most of Northern Dynasty’s directors and senior
  officers also serve as officers and/or directors of other resource exploration
  companies and, as such, are engaged in and will continue to be engaged in the
  search for additional resource opportunities on behalf of such other companies.
  In particular, the success of Northern Dynasty and its ability to continue to
  carry on operations is dependent upon its ability to retain the services of
  its senior technical and management personnel. (See Item 7.)

Management May be subject to Conflicts of Interest Due
  to Affiliation With Other Resource Companies.As most of Northern Dynasty’s
  directors and officers serve as officers and/or directors of other resource
  exploration companies which are themselves engaged in the search for additional
  opportunities, situations may arise where these directors and officers are presented
  with or identify resource exploration opportunities and may be or perceived
  to be in competition with Northern Dynasty for exploration opportunities. Such
  potential conflicts, if any arise, will be dealt with in accordance with the
  relevant provisions of British Columbia corporate and common law. Northern Dynasty’s
  directors and officers expect that participation in exploration prospects offered
  to the directors will be allocated between the various companies that they serve
  on the basis of prudent business judgment and the relative financial abilities
  and needs of the companies to participate. In addition, all of Northern Dynasty’s
  officers and directors have a financial interest in other resource issuers to
  which they serve as management and hence may never be financially disinterested
  in the outcomes of these potential conflict of interest situations. This situation
  may require that shareholders favorably consider ratification of directors’
  decisions where financial conflicts arise resulting in uncertainty with respect
  to completion of such matters. The Company has access to the full resources
  of Hunter Dickinson Inc. ("HDI"), 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 HDI to bring to the Company all corporate opportunities
  that come to HDI's attention.

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Northern Dynasty’s Management May Not Be Subject
  to U.S. Legal Process. As Canadian citizens and residents most of Northern
  Dynasty’s directors and officers may not subject themselves to U.S. legal
  proceedings, so that recovery on judgments issued by U.S. courts may be difficult
  or impossible. While reciprocal enforcement of judgment legislation exists between
  Canada and the U.S., Northern Dynasty’s insiders may have defenses available
  to avoid in Canada the effect of U.S. judgments under Canadian law, making enforcement
  difficult or impossible. Northern Dynasty’s management may not have any
  personal assets available in the U.S. to satisfy judgments of U.S. courts. Therefore,
  Northern Dynasty shareholders in the United States may have to avail themselves
  of remedies under Canadian corporate and securities laws for perceived oppression,
  breach of fiduciary duty and like legal complaints. Canadian law may not provide
  for remedies equivalent to those available under U.S. law.

Likely PFIC Status Has Possible Adverse Tax Consequences
  for U.S. Investors. Potential investors who are U.S. taxpayers should
  be aware that Northern Dynasty expects to be classified for U.S. tax purposes
  as a passive foreign investment company (“PFIC”) for the current
  fiscal year, and may also have been a PFIC in prior years, and may also be a
  PFIC in subsequent years. This status arises due to the fact that Northern Dynasty’s
  excess exploration funds are invested in interest-bearing, securities creating
  “passive income” which, while modest and ancillary to the exploration
  business, is Northern Dynasty’s only source of income. If Northern Dynasty
  is a PFIC for any year during a U.S. taxpayer’s holding period, then such
  a U.S. taxpayer, generally, will be required to treat any so-called “excess
  distribution” received on its common shares, or any gain realized upon
  a disposition of common shares, as ordinary income and to pay an interest charge
  on a portion of such distribution or gain, unless the taxpayer makes a qualified
  electing fund (“QEF”) election or a mark-to-market election with
  respect to the shares of Northern Dynasty. In certain circumstances, the sum
  of the tax and the interest charge may exceed the amount of the excess distribution
  received, or the amount of proceeds of disposition realized, by the taxpayer.
  A U.S. taxpayer who makes a QEF election generally must report on a current
  basis its share of Northern Dynasty’s net capital gain and ordinary earnings
  for any year in which Northern Dynasty is a PFIC, whether or not Northern Dynasty
  distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market
  election generally must include as ordinary income each year the excess of the
  fair market value of the common shares over the taxpayer’s tax basis therein.
  (See also ITEM 10E - Passive Foreign Investment Company.)

For more information about penny stocks, contact the Office
  of Filings, Information and Consumer Services of the U.S. Securities and Exchange
  Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 telephone (202) 272-7440.

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ITEM 4 INFORMATION ON THE COMPANY

SUMMARY

A.               History
  and Development of Northern Dynasty

|1. | The legal name of the corporation, which is the
        subject of this Annual Report on Form 20-F, is “Northern Dynasty
        Minerals Ltd.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Northern Dynasty was incorporated in May 1983 under
        the laws of the Province of British Columbia, Canada. Northern Dynasty
        was originally incorporated as “Dynasty Resources Inc.” and
        subsequently changed its name on November 30, 1983 to “Northern
        Dynasty Explorations Ltd.” Northern Dynasty became a reporting company
        in the Province of British Columbia on April 10, 1984 by having a receipt
        issued for its initial prospectus offering by the British Columbia Securities
        Commission. Northern Dynasty was formerly listed on the Vancouver Stock
        Exchange (now the TSX Venture Exchange and herein generally “TSX
        Venture”) from 1984-1987, inter-listed on the Toronto Stock Exchange
        from 1987-1993, and unlisted but remained in good standing with all securities
        commissions from 1993 to 1994, and thereupon reactivated and listed solely
        on TSX Venture from 1994 to present. In November, 2004 the common shares
        of Northern Dynasty were listed on the American Stock Exchange. (“AMEX”)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Northern Dynasty continues to subsist under the
        laws of the Province of British Columbia, Canada. Northern Dynasty’s
        business office is located at Suite 1020, 800 West Pender Street, Vancouver,
        British Columbia V6C 2V6 telephone (604) 684-6365. Northern Dynasty’s
        registered legal office is located c/o its British Columbia attorneys
        at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia V6E
        4N7 telephone (604) 689-9111.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | During the period 1984-1993, Northern Dynasty held
        a participating interest in the Little Bald Mountain Project in Nevada,
        from which modest-scale gold production and cash flow was obtained. Northern
        Dynasty utilized this cash flow and the proceeds from other financings
        to conduct exploration programs on a number of properties in Nevada, USA,
        Ontario, Canada and Yukon, Canada. Subsequently all these properties were
        written off or written down to nominal value. In 1994, Northern Dynasty’s
        name was changed to “Northern Dynasty Minerals Ltd.” and it
        was reorganized, including a change of management, new investors and a
        three old for one new common share consolidation (also known as a “reverse-split”),
        and re-listed on the Vancouver Stock Exchange.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | On October 29, 2001, Northern Dynasty entered into
        an Assignment Agreement with Hunter Dickinson Group Inc. (“HDGI”),
        whereby it was assigned rights to acquire up to 100% of HDGI’s interest
        in certain options granted by Teck Cominco American Incorporated (“Teck
        Cominco”) in its Pebble Property (herein called the “Pebble
        Property” or the “Pebble Project”) with HDGI retaining
        a carried interest (callable by Northern Dynasty) to the point of the
        exercise of the main option under the Pebble Property Agreements (see
        Item 3). HDGI holds its interest in the options in trust for the family
        trusts of J. Mason, R. Dickinson, R. Thiessen, S. Cousens and D. Copeland
        (all Company insiders), D. Jennings and A. Shariff. The Pebble Property
        has become the principal focus of Northern Dynasty’s exploration
        and development work. The terms of the Assignment Agreement and options
        are more particularly described below.                                                                 

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- 14 -

|   | As of March 15, 2005 the options had been exercised
        with the final 20% acquisition exercise pending TSX Venture Exchange and
        AMEX acceptance. The options were exercised in the period November 2004
        through March 15, 2005 and were exercised in consideration of the allotment
        of an aggregate of 16,752,788 shares of which the issuance of 14,002,268
        shares as of the date of filing hereof is pending regulatory acceptance
        On completion of the issuance, Northern Dynasty will own 100% of the Pebble
        project subject only to a small royalty interest to Teck Cominco on a
        portion of the property.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Northern Dynasty has made no other material capital
        expenditures (there have been no material divestitures) over the three
        fiscal years ended December 31, 2004 except for the Pebble Property acquisition
        and related matters described herein.                                                                                                                                                                                                                                                                                                                                                                                                    

B.               Business
  Overview

Northern Dynasty’s Business Strategy and Principal
  Activities

Pebble Property, Alaska USA - Overview

Northern Dynasty is generally in the business of acquiring,
  exploring and developing mineral properties.

Since October 2001 its principal focus has been exploration
  and since 2004, feasibility level engineering studies for all project components,
  including road access, port and power transmission, of the Pebble Property (“the
  Pebble Property”) that hosts a large gold copper molybdenum porphyry deposit
  and is located in the State of Alaska. Comprehensive environmental and socioeconomic
  base line data collection and studies are also underway.

On October 29, 2001, Northern Dynasty acquired from a related
  party two options which provided for the right for Northern Dynasty to purchase
  up to a 100% working (i.e. beneficial) interest in the Pebble Property. The
  options were granted by Teck Cominco American Incorporated (“Teck Cominco”)
  (as to 80%) and Hunter Dickinson Group Inc. (“HDGI”) a related party
  which retained an interest in the options (see Item 7), (as to 20%, carried)
  as more particularly described below.

The first of the two options permitted Northern Dynasty to
  purchase the previously drilled (by Teck Cominco) portions of the Pebble Property
  on which the majority of the known gold/copper mineralization is known to exist
  (the “Resource Lands”). The Resource Lands option required the payment
  of cash or shares during the three year term of the option (as extended by one
  year) and a balloon option payment at the end of the third year of approximately
  US$10 million (prior to November 30, 2004) at which time Northern Dynasty
  would own 80% of the Resource Lands (and HDGI, 20%) The second part of the Teck
  Cominco option permitted Northern Dynasty to earn a minimum of 40% (and up to
  80% with HDGI holding 20%) interest in the remainder of the Pebble Property
  which was the area outside of the known mineralization (the “Exploration
  Lands”) by doing 60,000 feet of exploration drilling by November 30, 2004.

As of November 30, 2004 Northern Dynasty had completed its
  option requirements and had exercised 80% of the Resource Lands and by February
  2005, 80% of the Exploration Lands was acquired by exercise of the second option.
  The right to purchase the final 20% (by then participating working interest)
  in both Resource Lands and Exploration Lands options was agreed to be exercised
  by Northern Dynasty and acquired from HDGI on March 14, 2005 (but in respect
  of which regulatory approval has been applied for and is pending as of March
  31, 2005). Upon regulatory approval to complete the acquisition of the final
  20% working interest, Northern Dynasty will thereupon own a 100% working interest
  in the Pebble project subject only to a royalty (2-5% of after pay back net
  profits) held by Teck Cominco on the Exploration Lands.

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- 15 -

Northern Dynasty’s exploration and feasibility determination
  program for fiscal 2005 involves exploration drilling of the newly discovered
  East Zone on the flank of the known Pebble deposit, and the continued collection
  of environmental and socioeconomic data and ongoing engineering studies required
  for the completion of a feasibility study and the initiation of the permitting
  process in 2006. The program encompasses approximately 97,000 feet (30,000 m)
  of exploration and infill drilling as well as holes for metallurgical testing,
  and 60 days of rotary drilling for hydrological testing.

The budget for Northern Dynasty’s proposed 2005 program
  is C$44.5 million. The Company’s working capital as of March 21, 2005
  was approximately $36 million, and there were approximately 2.3 million in-the-money
  warrants (exercisable at $4.15). It will however need to raise funds cover the
  future exploration programs and ongoing administrative costs. If the equity
  markets for resource issuers are not receptive to additional financings, Northern
  Dynasty will likely have to reduce the planned expenditures.

Northern Dynasty does not have any operating revenue, although
  historically it has had annual interest revenue as a consequence of investing
  surplus exploration funds pending the completion of exploration programs. Although
  exploration activities can be more challenging in winter conditions, Northern
  Dynasty’s business cannot be said to be significantly seasonal in nature.
  Metals prices have traditionally seen multi-year cycles of higher and lower
  prices, which often impact the availability of exploration and development funds
  in years with depressed prices.

Alaska Statutes 38.05.185 and following establish the rights
  to mining claim 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 (prohibits release of oil and hazardous substances), Alaska Statute 46.03.060
  and following (sets water quality standards), and Alaska Statute 46.14 (sets
  air quality standards).

The Company completed a private placement financing for gross
  proceeds of C$30.5 million in March 2005 included in working capital amounts
  as noted above. However, it may have to raise additional funds to carry on the
  planned exploration program.

Further Particulars of the Origins of the Pebble Property
  Options, 2001 Assignment from Related Party

By an Assignment Agreement dated October 29, 2001 between
  Northern Dynasty as assignee and Hunter Dickinson Group Inc. (“HDGI”)
  as assignor, (the “HDGI Assignment”) (see Item 7 and Item 19), Northern
  Dynasty was assigned the right to acquire up to a 100% interest in two discrete
  but interdependent options which were granted to HDGI by Teck Cominco, respecting
  its 22,582 hectare “Pebble” copper/gold prospect in southwestern
  Alaska. The two options relate to separate portions of the Pebble Property,
  which are referred to as (a) the “Resource Lands” on which a mineralized
  body had already been outlined by Teck Cominco, and (b) the “Exploration
  Lands” which constitute the remainder of the Pebble Property area. In
  this Annual Report, these two options may be referred to as the “Resource
  Lands Option” and the “Exploration Lands Option” and together
  they are referred to as the “Teck Cominco Options”. HDGI is a private
  company owned by certain directors of Northern Dynasty and their associates
  and hence is a related party to Northern Dynasty. (See Item 7)

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- 16 -

Under the HDGI Assignment, Northern Dynasty was assigned the
  options at HDGI’s out-of-pocket costs of $586,966 (which includes
  HDGI’s 2001 exploration and additional property staking costs related
  to the Pebble Property), an 80% interest in the Teck Cominco Options, together
  with the right to acquire HDGI’s retained 20% interest which is a “carried”
  interest up to the point of the termination of the resource Lands Option. HDGI
  was carried with respect to its retained 20% interest, meaning that Northern
  Dynasty must incur 100% of all exploration costs and 100% of all underlying
  option payments to Teck Cominco required by the Teck Cominco Options to the
  point of exercise of the Resource Lands Option (assuming Northern Dynasty decided
  to exercise the Teck Cominco Options). Northern Dynasty had the right to purchase
  (or “call”) HDGI’s carried interest for a 90-day period commencing
  at the time that, and in the event that, Northern Dynasty exercised the Resources
  Lands Option which it did on November 23, 2004. The Assignment Agreement provided
  that the carried interest call price was to be determined as the independently
  appraised value of the carried interest which call amount will be payable by
  Northern Dynasty in common shares of Northern Dynasty valued at market at that
  time.

On November 26, 2004, Northern Dynasty exercised the 80% option
  from Teck Cominco on the Resource Lands by issuing 1.77 million Northern Dynasty
  common shares to Teck Cominco American Inc., which represents the adjusted final
  payment of US$10 million (adjusted to US$9.94 million for previous excess
  proceeds of share resale proceeds received by Teck Cominco). On February 23,
  2005, Northern Dynasty acquired an 80% interest in the Exploration Lands by
  acquiring Teck Cominco’s residual interest in the Exploration Lands, consequent
  upon Teck Cominco’s election, through the issuance of US$4 million
  in Northern Dynasty common shares at the prevailing market price (approximately
  977,795 shares). On March 14, 2005 Northern Dynasty, on the recommendation of
  an independent committee of its directors, elected to call HDGI’s 20%
  interest for 14,002,268 shares based on an independent appraisal of the 20%
  interest and a fairness opinion to separate parties (see item 19). Teck Cominco
  now retains only a 4% pre-payback nets profits interest (after debt service)
  and 5% after-payback net profits interest in any mine production from the Exploration
  Lands portion of the Pebble Property.

The Teck Cominco Options provide Teck Cominco with the right
  to require Northern Dynasty to in effect guarantee that Teck Cominco will receive
  cash proceeds equivalent to the approximately US$14 million deemed value
  of the 2,750,520 shares issued to it for exercise of the Resource Lands Option
  and the Exploration Lands Option. However, in order to avail itself of this
  right Teck Cominco must permit Northern Dynasty the right to determine the timing
  and method of resale of the shares. Teck Cominco’s election to require
  the minimum proceeds guarantee must be made within 180 days of the receipt of
  these shares (November 23, 2004 as to 1772,725 shares and February 25, 2005
  for 977,795 shares). As of March 31, 2005 Northern Dynasty is awaiting Teck
  Cominco’s determination (to be made by May 23, 2005 and July 25, 2005)
  as to whether Northern Dynasty will be required to manage the resale of the
  two tranches of shares. Northern Dynasty’s commitment extends to seeking
  investors to purchase the shares and by using reasonable efforts to achieve
  an orderly resale market for these shares. Northern Dynasty is not obligated
  (nor permitted by law) to re-purchase the shares itself. In the event Northern
  Dynasty secures purchasers after Teck Cominco’s election, any excess of
  resale proceeds over the US$14 million will be credited to Northern Dynasty
  (by way of cancellation of excess shares) and any share resale shortfall must
  be made up by Northern Dynasty.

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 (which consideration
  was paid on December 31, 2001) and 500,000 shares and 500,000 two-year share
  purchase warrants (exercisable at $1.15) prior to March 31, 2002 (which
  consideration was paid on March 28, 2002) and a further 500,000 shares and 250,000
  warrants before December 31, 2002 (which consideration was paid on December
  19, 2002). Pursuant to an agreement, an additional 200,000 shares

---

- 17 -

were issued to Teck Cominco on December 19, 2002 to extend
  the deadline to purchase the Resource Lands from November 30, 2003 to November
  30, 2004.

If Teck Cominco gives notice to Northern Dynasty by May 23,
  2005 or July 25, 2005 (respecting the US$10 million and US$4 million share tranches
  respectively) that it wishes Northern Dynasty to control the resale of the 1,772,725
  shares or 977,795 shares respectively, then Northern Dynasty shall manage the
  resale of those shares so that the return to Teck Cominco is US$9.94 million
  for the 1,772,725 shares (or applicable portion thereof) if resold within the
  following 12 months from the date of notice to sell or US$11 million if sold
  within the following 24 months, but in either case with a minimum requirement
  of US$1 million per each 3-month period after the notice. Any shares remaining
  after the required US$9.94 million resale proceeds has been received by Teck
  Cominco will be returned to Northern Dynasty’s treasury for cancellation,
  and if there are any deficiencies in the resale proceeds, Northern Dynasty must
  provide top-up shares or the cash equivalent until the minimum is achieved.
  If Teck Cominco does not give notice by the notice to sell deadline, there will
  be no minimum proceeds requirement and Northern Dynasty will have no influence
  over the timing or manner of any resales of these shares.

On February 25, 2005 Teck Cominco elected to sell its 50%
  interest in the Exploration Lands to Northern Dynasty and, consequently, Northern
  Dynasty purchased the interest by paying Teck Cominco US$4 million in 977,795
  shares valued at $5.03 and by granting Teck Cominco a net profits royalty
  on any mine in the Exploration Lands. Prior to the recovery of the capital costs
  of constructing a mine on the Exploration Lands, the net profits royalty will
  be based upon the net cash flow from the sale of minerals after operating, marketing,
  distribution and debt-financing repayments to a maximum of 4% of the net cash
  flow. Following payback of any mine’s capital costs, the royalty is 5%
  of net profits.

If Teck Cominco elects to liquidate these 977,795 shares,
  it may, by notice to Northern Dynasty by July 25, 2005 require Northern Dynasty
  to manage the resale of these shares with a view to realizing at least US$4
  million over the 12-month period after the notice. Any deficiencies from this
  figure will require Northern Dynasty to provide top-up with shares or cash so
  that the US$4 million is achieved. Any Northern Dynasty shares remaining
  unsold after the maximum of US$4 million has been realized will be returned
  to Northern Dynasty’s treasury for cancellation. If Teck Cominco does
  not give notice of sale by the notice to sell deadline, there is no resale proceeds
  protection, and if Teck Cominco elects to sell after the notice to sell deadline,
  then Northern Dynasty may retain control of the share resale process for a 48-month
  period with any profit or loss on the share resale (measured from the initial
  issuance value) which will be for the account of Teck Cominco. Northern Dynasty
  must direct the resale of the shares in good faith with a view to maximizing
  Teck Cominco’s proceeds with all such resale activities in compliance
  with applicable US and Canadian securities laws and the policies of the TSX
  Venture. All negotiations between Northern Dynasty and Teck Cominco took place
  in Canada. Teck Cominco American Incorporated is a US holding subsidiary of
  Teck Cominco Ltd. (whose shares are listed on The Toronto Stock Exchange and
  bonds are listed on the American Stock Exchange). Securities issued to Teck
  Cominco are issued relying on the exemption from US registration found in Rule
  903(c)(1) of Regulation S to the United States Securities Act of 1933 and are
  expected to be eligible for resale through the TSX Venture Exchange under Rule
  904 to Regulation S.

On March 14, 2005, Northern Dynasty had agreed to exercise
  its right to acquire the 20% remaining carried working interest in the Resource
  Lands portion and the Exploration Lands portion of the Pebble Property for a
  purchase price consisting of 14,002,268 Northern Dynasty common shares, which
  represents approximately 20% of the adjusted market capitalization of Northern
  Dynasty. This is subject to regulatory approval as of the date hereof. There
  are no resale provisions with respect to these shares (except securities laws
  of general application). Upon receipt of the approvals and issuance of the 14,002,268
  common shares, the Company will hold a 100% interest in the entire Pebble property,
  subject only to Teck Cominco’s net profits interest royalty in the Exploration
  Lands.

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- 18 -

Pebble Property, Alaska, USA - Technical Summary

|Cautionary Note
        to Investors Concerning Estimates of Measured, Indicated and Inferred
        Resources
      The following sections use the terms 'measured resources’,
        'indicated resources’ and 'inferred resources’. The Company
        advises U.S. investors that while those terms are recognized and required
        by Canadian regulations (under National Instrument 43-101 “Standards
        of Disclosure of Mineral Projects”); the U.S. Securities and
        Exchange Commission does not recognize them. In addition, '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 economic studies, except for a preliminary assessment.
        Investors are cautioned not to assume that any part or all of mineral
        deposits in these categories will ever be converted into reserves.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Location and Access

The Pebble Property is centered at latitude 59 degrees 53
  minutes 54 seconds North and longitude 155 degrees 17 minutes 44 seconds West
  in the Iliamna region of southwestern Alaska. It is approximately 380 km southwest
  of Anchorage and 27 km northwest of the village of Iliamna (Figure 1).

Access to the Pebble Project from Anchorage is via fixed wing
  aircraft to Iliamna. Iliamna has a state-operated airport with two 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, a flying distance
  of 27 km.

The Pebble Property is located 95 km from tidewater. Access
  to the coast from Lake Iliamna is provided by a 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 Property.

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- 19 -



Figure 1 Location

Topography and Climate

The climate of the Iliamna area is similar to Anchorage with
  summer daytime high temperatures range from 10 to 17 degrees Celsius, and low
  temperatures varying from -10 to -13 degrees Celsius in December through 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 Property lies within an area of rolling hills and
  low mountains. Valley bottoms are at elevations of 250 m above sea level. The
  highest point on the property is Kaskanak Peak, at an elevation of 841 m. The
  currently known mineralized deposit (a mass of naturally occurring mineral material
  without regard to mode of origin) is situated at the 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 numerous streams and small, shallow lakes and ponds
  in the vicinity of the project, which provide water for exploration drilling.

*Mineral Claims Status*

The property forms a continuous block consisting of 1,331
  located Alaska State mineral claims totaling 39,600 hectares (98,000 acres).
  Annual rental fees are US$160,295 and annual assessment work obligations
  are US$245,000.

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- 20 -

Exploration History

In the mid 1980s, Teck Cominco began reconnaissance exploration
  in the Pebble region and in 1984 discovered the Sharp Mountain gold prospect.
  Gold occurs in drusy quartz veins of probable Tertiary age that cut Cretaceous
  rocks near the peak of Sharp Mountain. Grab samples of veins in talus ranged
  from 1.5 g/t Au to 9.32 oz/ton Au and 3.0 oz/ton silver. No record of further
  work is available.

Examination and sampling of several color anomalies in 1987
  yielded anomalous gold concentrations from the Sill prospect, recognized as
  a precious-metal, epithermal-vein occurrence, and the Pebble discovery outcrop,
  which was of uncertain affinity. The 1988 exploration program included 24 diamond
  drill holes at the Sill epithermal gold prospect, soil sampling, geological
  mapping and two diamond drill holes at the Pebble target. Drilling at the Sill
  prospect intercepted mineralization with gold grades that justified more work,
  but the initial Pebble drill holes yielded only modest encouragement. In 1989,
  an expanded soil sampling program, an IP survey and 12 diamond drill holes were
  completed at the Pebble target, and 15 diamond drill holes were completed at
  the Sill prospect. 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 gold, copper, and molybdenum mineralization.

When it became apparent that a significant copper-gold porphyry
  deposit had been discovered, exploration was accelerated in 1990 and 1991 when
  73 additional diamond drill holes were completed. In 1991, baseline environmental
  and engineering studies were initiated and weather stations were established.
  A preliminary economic evaluation was undertaken by Cominco Engineering Services
  Ltd. (“CESL”) in 1991 and subsequently revised in 1992. In 1992,
  14 drill holes were completed in the deposit area. In 1993, IP surveying and
  a 4-hole drilling program were completed at a target 6 km to the south of the
  Pebble deposit. In 1997, Teck Cominco did IP surveying, geochemical sampling
  and geological mapping, and drilled 20 holes into and around the Pebble deposit.
  Preliminary engineering studies carried out by CESL in 1991-1992 indicate several
  road access options, including a 130 km gravel access road connecting the Pebble
  project to a deep-draft ocean port site on Iniskin Bay. The State of Alaska
  has provided significant financial assistance for the construction of similar
  access roads and ports for major mineral development projects, such as that
  at the Red Dog Mine in northwestern Alaska. Power required for project development
  could be provided by natural gas from offshore wells in Cook Inlet, transported
  by pipeline to the mine site, where natural gas turbines would be situated.
  The preliminary engineering work also evaluated and selected a number of possible
  sites for processing facilities, a water source, accommodations, tailings storage,
  and waste rock disposal.

Preliminary metallurgical testing was conducted on various
  samples from the Pebble project during the period 1991 through 1994. In 1991,
  two independent metallurgical laboratories conducted grindability test work
  on six core samples. In 1992, flotation testing utilized material assaying 0.41%
  Cu and 0.34 g/t Au, comprised of 1.2% chalcopyrite, 12.3% pyrite and 86.5% host
  rock with minor amounts of molybdenite. Metallurgical testing in 1994 utilized
  a 310 kg composite sample of mineralization collected from 8 core drill holes.
  The holes were a good spatial mix from within the central part of the deposit.

Grindability test results among the various metallurgical
  programs were fairly consistent; the metric ballmill work index range is 15.6
  to 17.5 kilowatt hours per tonne of mineralization (kWh/t), averaging 17.1 kWh/t.
  The grindability tests are initial tests and only provide information on the
  known mineralized area only. Test work comprised bench scale as well as lock
  cycle testing. A variety of grind sizes, pH conditions, reagent suites and simulated
  flow schematics were tried. The Pebble sulphide mineralization is fine grained
  and disseminated throughout the host rock as well as in the veins and veinlets
  that occur

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- 21 -

throughout the deposit. As a result, much of the test work
  involved optimization of primary liberation size within a wide range.

Flotation (separation of minerals from waste rock in solution)
  test work was conducted during several programs from 1991 to 1994. The 1992
  work utilized rougher, scavenger and cleaner flotation schematics. During the
  four years of test work, the range of recoveries obtained was 81% to 94% for
  copper and 60% to 84% for gold. The 1994 flotation results did not achieve the
  1992 high results, but coarser grinds and various regrind schemes were investigated.
  Much of the work in 1994 included pyrite depression and separation, which reduced
  gold recovery. Results were not conclusive and additional test work will have
  to be done, including optimization of flotation, regrind and pyrite handling.

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

During 2002, Northern Dynasty drilled 68 holes totaling 11,306
  m exploring for additional porphyry deposits within which to define higher-grade
  resources. Four new mineral zones were discovered. One of these, the Thirty-Eight
  Zone, is a till-covered copper-gold porphyry deposit located 12 km south-southwest
  of the Pebble deposit. Some 86% of Teck Cominco’s drill core from the
  Pebble deposit (16,000 m) was relogged and a sectional geological model was
  completed. Based on this model, the Pebble deposit resource was calculated (Snowden,
  2003). 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.

Prior to the 2003 drilling program, Northern Dynasty commissioned
  an independent mineral resource estimate. Inferred resources in the Pebble deposit
  were estimated to be 1.0 billion tonnes grading 0.40 g/t gold, 0.30% copper,
  and 0.015% molybdenum (0.61% copper-equivalent) above a cut-off grade of 0.30%
  copper-equivalent, and 271 million tonnes of 0.59 g/t gold, 0.43% copper 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 19,729
  m to define higher-grade portions in the Pebble deposit and 9 holes totaling
  1,987 m to test four other prospective zones. Limited surface exploration was
  conducted, consisting of 5 days of geological mapping and collection of 97 samples
  in three soil geochemical traverses.

Nine holes drilled on the Exploration Lands in 2003 included
  three holes at the Central IP Anomaly area, three holes at the Northeast IP
  Anomaly area, one hole at the 38 Porphyry Deposit and two holes at the 37 Skarn
  Zone. Drilling at the Central IP target intersected weak mineralization, indicating
  potential for porphyry mineralization at depth but not near to the surface.
  Drilling at the Northeast IP target indicates good potential for an extension
  to the Pebble deposit to the northeast. The 2003 drilling continued to indicate
  the presence of substantial porphyry mineralization at the 38 Porphyry Deposit.
  Drilling at the 37 Skarn intersected moderate gold and copper values; further
  work is necessary to fully determine the potential of the skarn mineralization.

Drilling on the Resource Lands in 2003 was designed to test
  for continuity and extensions of higher-grade zones within and adjacent to the
  deposit, and to further delineate the extent of the deposit. The program was
  successful in achieving both of these objectives and a new independent resource
  estimate was done in February 2004.

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The estimated inferred mineral resource was 2.74 billion tonnes grading 0.55%
  copper-equivalent1 (0.30 g/t Au, 0.27% Cu and 0.015% Mo above a cut-off
  grade of 0.30% copper-equivalent), containing 26.5 million ounces
  of gold and 16.5 billion pounds of copper. In addition, higher-grade material
  of 435 million tonnes grading 0.49 g/t Au, 0.42% Cu and 0.021% Mo, or 0.84%
  copper-equivalent above a cut-off grade of 0.70% copper-equivalent was also
  estimated.

1Copper and gold equivalent
  calculations use metal prices of US$0.80/lb for copper, US$350/oz for gold,
  and US$4.50/lb for molybdenum. The contained gold and copper represent estimated
  contained metal in the ground and have not been adjusted for metallurgical recoveries.
  Adjustment factors to account for differences in relative metallurgical recoveries
  for gold, copper and molybdenum will depend upon the completion of definitive
  metallurgical testing. CuEQ = Cu % + (Au g/t x 11.25/17.64) + (Mo % x 99.23/17.64)

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 (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 formed at the same time as the batholith. Numerous
  gold and copper-gold mineral occurrences, including the large Pebble and Thirty-Eight
  porphyry copper-gold-molybdenum deposits, are related to this diverse group
  of intrusions (coarse grained igneous rocks).

The Pebble deposit is a calc-alkalic porphyry (hosted by igneous
  rocks with 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).

Mineralization

Mineralization consists principally of pyrite, chalcopyrite
  and molybdenite (common sulphide minerals of iron, iron-copper and molybdenum,
  respectively), occurring in and disseminated adjacent to stockworks (crosscutting
  network of veins) of fine veins in intrusive and sedimentary host rocks. Gold
  is present with the sulphides in a ratio of approximately 1 g/t gold to 1% copper.
  Mineralization is strongest within and around the upper parts of the granodiorite
  stocks and is associated with strong secondary potassium-silicate alteration
  and development of quartz vein stockworks. The deposit mineralization occurs
  over an area of at least 2.8 km by 2.2 km, and to a depth of 500 m, and is unconstrained
  to the east under Tertiary cover, to the south, southwest, and to depth. A phyllic
  and propylitic alteration envelope (potassic, phyllic and propylitic alteration
  consists of assemblages of minerals that are commonly associated with porphyry
  mineralization; they occur in successive zones or envelopes in the deposit),
  up to 5.5 km by 2.5 km in area, is present around the deposit and contains gold
  concentrations exceeding 100 parts per billion (ppb).

Primary copper-gold-molybdenum mineralization occurs throughout
  the zone of potassic alteration and is concentrated in and surrounding the upper
  parts of the granodiorite stocks. Copper occurs in chalcopyrite as disseminated
  grains and along sulphide-rich veins. Most gold grains are a few microns in
  diameter and occur near grain boundaries of pyrite and chalcopyrite. The pyrite
  content is low in the zone of potassic alteration. The overall ratio of gold
  grade (in g/t) to copper grade (in %) is about one. Molybdenite commonly occurs
  in quartz + pyrite veins and veinlets. The central higher-grade portions of
  the deposit contain >200 parts per million (ppm) molybdenum.

The intrusive complex is defined by widely spaced drilling,
  extending south from the southern edge of Pebble deposit for 1.5 km and with
  a width on the order of 600 m. Relatively sparse drilling defines persistent
  low-grade (0.2 to 0.3 g/t Au and 0.07 to 0.1% Cu) mineralization in this intrusion
  breccia. It is not clear if this mineralization is related to additional granodiorite
  stocks at depth (none have been encountered in drilling) or if it is related
  genetically to one or more of the older intrusive phases. High copper concentrations
  occur where the intrusive complex was intruded by the granodiorite; this might
  be

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related to a subordinate copper/gold contribution from one
  or more of the earlier intrusive phases, combined with the main copper mineralizing
  phase related to the later granodiorite.

Gold mineralization, in the range 0.5 to 1.5 g/t, is widespread
  in the zone of phyllic alteration bordering the zone of potassic alteration
  and propylitic alteration zone in diorite/gabbro to the northwest of the deposit
  (Hole 1 Gold Zone). Copper concentrations are very low in these areas. Gold
  mineralization is also associated with phyllic and locally k-feldspar alteration
  zones, up to a few metres wide, cutting across the major potassic alteration
  zone. Some of the phyllic zones are envelopes of quartz-pyrite-(sericite-chlorite)
  veinlets and veins. Some crosscutting zones of phyllic alteration contain strongly
  anomalous concentrations of zinc, lead, and silver; some also contain strongly
  anomalous concentrations of gold. These zones represent a later, lower-temperature
  phyllic alteration that was superimposed on earlier, higher-temperature potassic
  alteration.

Exploration in 2004

The 2004 program involved collection of engineering, environmental
  and socioeconomic data required for the completion of feasibility studies and
  the commencement of preparation of permitting applications. The program encompassed
  approximately 130,000 feet (40,000 m) of drilling, including holes to establish
  measured and indicated resources and others to collect geotechnical, metallurgical
  and hydrological data to use for mine planning for the Pebble deposit. Some
  exploratory drilling for new zones and unexplored targets was also done and
  enabled the Company to complete the 60,000 feet of drilling required exercise
  its option on the Exploration Lands (67,651 feet had been completed to September
  30, 2004).

In 2004, core drilling by Northern Dynasty was targeted primarily
  in and adjacent to the Pebble deposit where 132 geology holes, totaling 32,826
  m, and 26 metallurgy holes, totaling 6505 m, were completed in the Resource
  Lands, and 15 holes, totaling 7177 m, were completed in the Exploration Lands
  to test for continuity and extensions of higher-grade zones. One hole, totaling
  263 m, was drilled in the southwestern part of the Exploration Lands to test
  an IP/resistivity anomaly. Various sites for proposed tailings and waste disposal
  were tested by 53 engineering holes, totaling 2,778 m.

This drilling identified a significant, new porphyry centre
  (the East Zone) on the eastern side of the Pebble deposit beneath a cover of
  Tertiary rocks that apparently thickens to the east (Figures 2 and 3). The characteristics
  of the East Zone indicate a setting proximal to a thermal and fluid centre.
  These include intense biotite (potassic) alteration, a high density of early-stage
  quartz veins, the extent to greater depth of strong Au-Cu-Mo mineralization
  and alteration, the presence of numerous granodiorite sills and dykes at depth,
  and the weakness of late-stage, lower-temperature alteration overprints. The
  source of heat and fluids for the East Zone may be a stock of granodiorite below
  and/or to the east of the current drilling. The East Zone is unconstrained to
  the east, northeast and southeast under Tertiary cover, and to depth. Considerable
  additional drilling will be necessary to adequately assess its full extent.

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Figure 2 Drill Hole Plan Pebble Deposit

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- 25 -



Figure 3 Cross Section Pebble Deposit

In the Pebble deposit, potentially economic mineralization
  extends over a known area of 3 km by 2.2 km and to a depth of 600 m in the Central
  zone, and to a depth of 800 m in the East Zone. A phyllic alteration envelope
  around the deposit is up to 5.5 km by 2.5 km in area and contains abundant gold
  concentrations over 100 ppb (0.1 g/t).

The intrusive and intrusive breccia complex that extends south
  for more than 1.5 km from the presently defined southern edge of the deposit
  has been tested mainly by shallow and widely spaced holes. Alteration assemblages
  indicate that is a prospective area for exploration for another porphyry copper-gold
  centre. The margins of the intrusive complex are zones that may have undergone
  multiple stages of dilation, intrusion and hydrothermal activity, which could
  be conducive to formation of higher-grade copper-gold mineralization; these
  also warrant further drill testing.

In 2004, a drill hole in the southwestern part of the Exploration
  Lands intersected a 247-m long zone of porphyry-style mineralization in an arm
  of the Kaskanak batholith that extends southwest from the main batholith into
  a broad area of hornfelsed, andesitic sedimentary rocks, which on surface contains
  2-5% disseminated pyrite. This 308 Zone is similar in character and grade to
  the Thirty-Eight Zone a few

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kilometers to the east-northeast. To determine the extent
  and grade of the 308 Zone will require further drill testing.

Estimates of Mineralization – Pebble Deposit

Subsequent to year end in March 2005, a new resource estimate
  based on diamond drilling programs by Northern Dynasty up to and including 2004
  and previous drilling by Teck Cominco through to 1997, was announced. The estimate,
  completed by Roscoe Postle Associates, Inc., shows that Pebble deposit contains
  a Measured and Indicated Mineral Resource of 3.03 billion tonnes grading 0.28%
  Cu, 0.32 g/t Au, and 0.015% Mo (0.56% copper equivalent2), with an
  additional Inferred Mineral Resource of 1.13 billion tonnes grading 0.24% Cu,
  0.30 g/t Au, and 0.014% Mo (0.50% copper equivalent) above a cut-off grade of
  0.30% copper equivalent. The Measured and Indicated Resource contains 31.3 million
  ounces of gold 18.8 billion pounds of copper and nearly 1 billion pounds of
  molybdenum. A higher-grade Measured and Indicated Mineral Resource core consists
  of 569 million tonnes grading 0.46% Cu, 0.50 g/t Au, and 0.021% Mo (0.88% copper
  equivalent) above a cut-off grade of 0.70% copper equivalent. A technical report
  by independent qualified persons D.W. Rennie, P.Eng., and R.M. Srivastava, P.Geo.,
  can be found at www.sedar.com.

Mineral resources that are not mineral
  reserves do not have demonstrated economic viability. 2Copper-equivalent calculations use metal prices of US$1.00/lb
  for copper, US$400/oz for gold, and US$6.00/lb for molybdenum. CuEQ
  = Cu % + (Au g/t x 12.86/22.06) + (Mo% x 132.28/22.06) . Copper-equivalent has
  not been adjusted for metallurgical recoveries. Adjustment factors to account
  for differences in relative metallurgical recoveries for gold, copper and molybdenum
  will depend upon the completion of definitive metallurgical testing.

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

During the period 1988-1997, several phases of soil geochemical
  surveys in the northeastern part of the property were completed with a total
  of 7,337 samples collected. As well, a total of 164 core drill holes were completed
  prior to 2002. Samples of the NQ (6.3 cm diameter) drill core generally consisted
  of 3.05 m (10 ft) lengths of half core that was split using a mechanical core
  splitter. Holes within the Pebble deposit were sampled from top to bottom whereas
  in some outlying holes, sampling was more selective and related to mineralized
  intervals.

All Pebble deposit core samples were analyzed for gold (Au).
  Copper (Cu) assays were done for samples from Hole 4 onward. Molybdenum assays
  were done on some drilling campaigns, representing 83.7% of the assay database
  in the Pebble deposit. Multi-element Inductively Coupled Plasma (ICP) analysis
  was also done on every sample beginning with hole 15. In the Sill area, samples
  from selected core intervals were analyzed for Au and silver (Ag).

The 1997 drill core samples were prepared by drying, then
  crushing to 10 mesh (<2mm); a 250 g portion was pulverized to 200 mesh (<75
  microns). The sample was analyzed for Cu using an Aqua Regia (AR) digestion
  and Inductively Coupled Plasma Atomic Emission Spectroscopy (ICP-AES). Au was
  analyzed using Fire Assay (FA) on a one assay ton sample with an Atomic Absorption
  Spectrometry (AAS-AES) finish. Trace elements were also analyzed by AR digestion
  and ICP-AES. One blind standard was inserted for every 20 samples analyzed.
  One duplicate sample was taken for each ten samples analyzed. The 1997 drill
  hole samples were check analyzed with excellent correlation for Cu and good
  correlation for Au. Every 40 soil samples analyzed included four random repeats,
  one standard and one blank sample. There was excellent correlation for Cu among
  these samples and good to adequate Au correlation.

Northern Dynasty personnel or agents collected all samples
  during the 2001-2004 programs. A total of 658 analytical results were received
  for soil samples from 601 locations in 2001, and 374 analytical results for
  soil samples from 341 locations in 2002. The results included 30 lab duplicates
  and 60 lab

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standards. In 2001, samples were air dried, then shipped by
  airfreight from the project site to Acme Analytical Laboratories (“Acme”)
  in Vancouver, B.C. via Anchorage, Alaska. At Acme, the soils were dried and
  sieved through an 80-mesh screen and then analyzed for 32 elements using two
  methods. Au content was determined to the 0.2 ppb level using the Acme Group
  3A wet digestion method. A 10 g sample was digested in AR, and analyzed by Graphite
  Furnace Atomic Absorption Spectroscopy or Inductively Coupled Plasma Mass Spectroscopy
  (ICP-MS) finish. The Acme Group 1D multi-element method was used on a minimum
  one gram pulp to determine other elements and gold to the ppm level. In this
  method, the samples were digested in hot AR and analyzed by ICP-AES.

For all Northern Dynasty 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 were 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 was returned to the core boxes and
  is stored at a secure Iliamna warehouse. Samples were 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 at Fairbanks, Alaska.

A total of 2,467 core samples, averaging 3.9 m in length,
  were taken from the 68 NQ2 (5.02 cm diameter) core holes drilled during 2002.
  All core drilled was sampled, except for 170 m of overlying Tertiary volcanic
  rocks in holes 2036 and 2040. In 2002, sample preparation was done at ALS Chemex’s
  Fairbanks laboratory. Each sample bags was verified against the numbers listed
  on the shipment notice. The entire sample of drill core was dried, weighed and
  crushed to 70% passing 10 mesh (1.7 mm), then a 250 g split was taken and pulverized
  to 85% passing 200 mesh (75 micron). The pulp was split, and approximately 125
  g shipped by commercial airfreight for analysis at ALS Chemex, North Vancouver,
  British Columbia, an ISO 9002 certified laboratory. The remaining pulps were
  shipped to the Company’s secure warehouse at Port Kells, BC. The coarse
  rejects were held for several months at the Fairbanks laboratory until all Quality
  Assurance/Quality Control (QAQC) measures were completed, then discarded.

All 2,467 samples taken during the 2002 program were analyzed
  for Au by FA and for 34 elements, including Cu and molybdenum (Mo), using a
  standard multi-element geochemical method. In addition, several drill holes
  exhibiting copper-gold porphyry style mineralization were subject to Cu assay
  level determinations, and a few Mo assay level determinations were also performed.
  Au content was determined by 30 g FA fusion with lead as a collector and an
  AAS finish. The four samples that returned Au results greater than 10,000 ppb
  (10 g/t) were re-analyzed by 1 assay ton FA fusion with a gravimetric finish.
  All samples were subject to multi-element analysis for 34 elements, including
  Cu and Mo, by AR digestion with ICP-AES finish. A total of 1,822 samples from
  31 holes drill holes exhibiting porphyry-style mineralization were assayed for
  Cu by four-acid (total) digestion with an AAS finish to the ppm level. For Cu
  assays >10,000 ppm, another total digestion-AAS finish analysis was performed
  to the percent level. A further 61 samples from drill hole 2034 were assayed
  for Mo by four-acid digestion-AAS finish to the ppm level.

As part of Northern Dynasty’s analytical QAQC program,
  Cu-Au-bearing or Au-bearing standard reference samples were inserted with the
  regular samples. The 118 analyses of these standards represent over 5% of the
  total samples analyzed. For drill holes 2044 through 2068, an in-line reject
  duplicate was made and analyzed with the regular samples. The 65 analyses of
  duplicates, represents 4% of the total number of samples in this series. These
  standards and duplicates are in addition to the laboratory’s internal
  quality control work. Inter-laboratory analysis included a total of 25 pulp
  duplicates analyzed for gold, and 13 reject duplicates analyzed for gold and
  four 1⁄4 core reject splits assayed for metallic gold by Acme in Vancouver.

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In 2003, SGS Minerals Services (“SGS”) laboratories
  completed all analytical work. A total of 6,443 drill core samples, averaging
  3.3 m in length, were taken from the 19,552 m drilled in this program. At SGS
  in Fairbanks, the sample bags were verified against the numbers listed on the
  shipment notice. The entire sample was dried, weighed, crushed to 75% passing
  2 mm (10 mesh), a 400 g split taken and pulverized to 95% passing 75 micron
  (200 mesh). The pulp was split and 125 g shipped by commercial air freight.
  In June 2003, 96 soil samples were taken, expanding the surface geochemical
  survey coverage. These samples were sent to SGS in Fairbanks Alaska, dried at
  60° C and sieved through an 80-mesh screen. All samples were shipped to
  SGS Canada Inc., an ISO 9002 registered ISO 17025 accredited laboratory in Toronto,
  Ontario, for AR digestion ICP-AES and Cu analyses. Au was determined by one
  assay ton (30 g), lead collection FA fusion with an AAS finish at the SGS laboratory
  in Rouyn, Québec.

Gold was determined at the SGS laboratory in Rouyn, Québec,
  by one assay ton (30 g), lead collection FA fusion with an AAS finish. Ten samples
  with Au results greater than 2,000 ppb (2 g/t) were reanalyzed by 30 g FA fusion
  with a gravimetric finish. All samples were subject to multi-element analysis,
  for 33 elements including Cu and Mo, by AR digestion ICP-AES finish. Total Cu
  content was determined for all 6,226 drill core samples taken from porphyry-style
  deposits. Samples were fused with sodium peroxide, digested in dilute nitric
  acid and the solution analyzed by ICP-AES, results reported in percent. Five
  drill holes were not assayed for Cu by peroxide fusion: hole 3103 drilled on
  the Hole 5 Zone, holes 3088 and 3090 drilled on the 37 Skarn Zone, and holes
  3107 and 3109 drilled on the North IP Anomaly target. Copper results for these
  holes are by multi-element ICP. The remaining pulp was shipped to the Company’s
  Port Kells warehouse. The coarse reject is stored at the Fairbanks laboratory.

Drilling, sampling and QAQC are supervised by qualified persons
  employed by Northern Dynasty. Core samples were logged and identified in the
  field with consecutively numbered sample tags, on which the analytical QAQC
  designations for standards and duplicates were pre-marked. In the 2003 program,
  Au-Cu-bearing or Cu-bearing standard reference samples were inserted with the
  regular samples. The 331 blind analyses of standards represent over 5% of the
  total samples analyzed. A total of 381 reject duplicates samples were also prepared
  and analyzed at the ALS Chemex, representing a further 6% of the total. The
  program is separate from the internal procedures used at the analytical laboratory.

In 2004, NQ2 (5.02 cm), HQ (6.35 cm) and PQ (8.31 cm diameter)
  core was drilled. The drill core was boxed at the drill rig and transported
  daily by helicopter to Northern Dynasty’s secure logging facility at the
  village of Iliamna, AK. Between May and October 2004, 49,533 m (162,510 feet)
  were drilled in 227 holes. The 13,208 samples taken in this Phase averaged 3
  m (10 feet) in length.

The 2004 drilling program included 26 large diameter holes
  for metallurgical testing. A total of 1990 samples were taken from these holes
  for analysis. Samples were taken by cutting an off-center slice representing
  20% of the core volume, which was submitted for analysis. The remaining 80%
  was used for metallurgical purposes.

ALS Chemex laboratory in Fairbanks, Alaska, performed sample
  drying and crushing. ALS Chemex Laboratories of North Vancouver, an ISO 9001:2000
  registered laboratory pulverized the samples and performed the analytical work
  for the 2004 drill program. All 13,208 samples were analyzed for 25 elements,
  including copper (Cu) and molybdenum (Mo), by a four acid digestion multi-element
  method. All samples, except for 188 Tertiary waste rock characterization samples,
  were analyzed by fire assay for gold (Au).

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Gold content was determined by one assay ton (30 g) lead collection
  Fire Assay (FA) fusion with an Atomic Absorption Spectroscopy (AAS) finish,
  with results reported in parts per million (ppm). One sample which returned
  Au results greater than 10 ppm was re-analyzed by 30 g FA fusion with a gravimetric
  finish, with results reported in ppm. Total copper content was determined by
  four acid (HF-HNO3-HClO4-HF-HCl) digestion and the solution
  analyzed by Inductively Coupled Plasma – Atomic  Emission Spectroscopy
  (ICP-AES) with results reported in ppm. All samples were subject to multi-element
  analysis for 25 elements, including Cu, Mo and S, by four acid digestion with
  an ICP-AES finish.

Coarse rejects are stored at Delta Junction, Alaska. Remaining
  pulps have been shipped for long term storage to Northern Dynasty’s secured
  warehouse at Port Kells, B.C.

Drilling, sampling and QAQC are supervised by qualified persons
  employed by Northern Dynasty. Core samples were logged and identified in the
  field with consecutively numbered sample tags, on which the analytical QAQC
  designations for standards and duplicates were pre-marked. In the 2004 program,
  Au-Cu-bearing standard reference samples and unmineralized blank samples were
  inserted with the regular samples. The blind analyses of 688 standards and 167
  blanks represent over 6% of the total samples analyzed. A total of 658 reject
  duplicates samples were also prepared and analyzed at the Acme Analytical Laboratories
  in Vancouver, BC, representing a further 5% of the total. The program is separate
  from the internal procedures used at the analytical laboratory.

Engineering Studies in 2004

Preliminary Assessment

In November, 2004, a preliminary economic assessment of the
  Pebble project was done based on an early 2004 resource estimate. The following
  is a summary of the technical report, entitled “Preliminary Assessment
  of the Pebble Gold-Copper-Molybdenum Project, Iliamna Area, Alaska, USA”
  November 2004 by qualified persons Derek J. Barratt, P.Eng., and Peter G. Beaudoin,
  P.Eng., filed on www.sedar.com.

The Preliminary Assessment was prepared in order to quantify
  the Pebble project’s cost parameters and to provide guidance for the ongoing
  engineering work that will ultimately define the optimal scale of production.
  Preliminary forecasts and estimates in the report were developed to an order
  of magnitude level and are not based on systematic engineering studies. As is
  normal at this stage of a project, data is incomplete and estimates were developed
  based on the expertise of the engineers involved.

The Preliminary Assessment indicates that the Pebble gold-copper-molybdenum
  porphyry deposit would be developed by conventional, large-scale, open pit mining
  methods. Four open pit stages were designed using the block model of the Pebble
  deposit established for the February 2004 resource estimate. Processing of mill
  feed from the open pit would produce a flotation copper sulphide concentrate
  with gold and silver values as well as a separate molybdenum sulphide concentrate.
  Targeted metal recoveries of 88% for copper, 76% for gold and silver, and 60%
  for molybdenum were utilized in the financial modeling. These estimates are
  based upon on-going testwork by Northern Dynasty, and are in-line with other
  comparable large gold-copper porphyry mines. In the Preliminary Assessment,
  copper concentrate was estimated to grade 28% copper, 26.6 g/t gold, and 100
  g/t silver, whereas molybdenum sulphide flotation concentrate was estimated
  to grade 50% molybdenum.

The Preliminary Assessment examined three production rate
  scenarios: 100,000 tonnes per day, 200,000 tonnes per day, and a phased expansion
  from 100,000 tonnes per day to 200,000 tonnes per day in year six. Construction
  capital costs, sustaining capital, operating costs, and off-site charges (such
  as concentrate transportation and smelter/refining charges) as well as revenues
  were all estimated in 2004 US dollars. Capital and operating cost estimates
  for the three production scenarios were developed from

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initial estimates by the major company which was the previous
  operator, as well as site specific data, current major equipment costs and reported
  costs at similar operating mines throughout the world. Capital cost estimates
  range from US$1.0 billion for a 100,000 tpd facility (Case 1) to US$1.5
  billion for a 200,000 tpd facility (Case 2). Life of mine sustaining capital
  estimates range from a total of US$276 million for a 100,000 tpd project
  (Case 1) to a total of US$197 million for a 200,000 tpd project (Case 2).
  Operating cost estimates range from US$5.06 per tonne milled for a 100,000
  tpd production rate (Case 1) to US$4.36 per tonne milled for a 200,000 tpd
  production rate (Case 2).

Financial models were developed on a pre-tax, 100 percent
  equity financed basis for each of the three production rates assessed. For the
  Preliminary Assessment, long-term average metal prices were estimated to be
  US$0.95/lb copper, US$395/oz gold, US$5.00/oz silver, and US$5.00/lb
  molybdenum. In addition, for each production rate scenario, financial analyses
  were completed over a range of metal prices. Although a capital cost of US$103
  million was estimated for construction of the sea port and access road for the
  Pebble project, the financial analyses in this Preliminary Assessment do not
  include these costs on the assumption that the State of Alaska will parallel
  the implementation of its Southwest Alaska Regional Transportation Plan with
  project development. The results of financial analyses for the three production
  rates under consideration indicate that at the long-term average metal prices
  used in the Preliminary Assessment, the Pebble project could generate an Internal
  Rate of Return (IRR) of between 15.3% and 20.3%, and a Net Present Value (NPV),
  discounted at 5%, of between US$1.047 billion and US$2.091 billion.
  At recent metal prices of US$1.25/lb Cu, US$415/oz Au, US$7.00/oz
  Ag, and US$15/lb Mo, the IRR would increase to between 33.0% and 40.8% and
  the NPV, discounted at 5%, to between US$3.511 billion and US$5.972
  billion.

These financial analyses are preliminary in nature and were
  based entirely on the inferred mineral resources estimated in February 2004
  (see Exploration History and the Company's 2003 Form 20-F). A Preliminary Assessment
  is defined under Canadian Securities Administrators National Instrument 43-101
  as an economic evaluation that uses inferred resources. Inferred resources are
  considered too speculative geologically to be categorized as mineral reserves
  and to have economic considerations applied to them. There is no assurance that
  the operating and financial projections in the Preliminary Assessment will be
  realized.

All information contained in the Preliminary Assessment, including
  but not limited to statements of the Pebble project's potential and information
  under the headings "Production Parameters," "Capital Costs, Sustaining
  Capital Costs, and Operating Costs," "Production Summary," “Off-site
  Costs,” and "Financial Analyses," are "forward looking
  statements" within the definition of the United States Private Securities
  Litigation Reform Act of 1995. The information relating to the possible construction
  of a port, road, power generating facilities and power transmission facilities
  also constitutes such "forward looking statements." The Preliminary
  Assessment was prepared to broadly quantify the Pebble project's capital and
  operating cost parameters and to provide guidance on the type and scale of future
  project engineering and development work that will be needed to ultimately define
  the project's likelihood of feasibility and optimal production rate. It was
  not prepared to be used as a valuation of the Pebble project nor should it be
  considered to be a pre-feasibility study. The capital and operating cost estimates
  which were used have been developed only to an approximate order of magnitude
  based on generally understood capital cost to production level relationships
  and they are not based on any systematic engineering studies, so the ultimate
  costs may vary widely from the amounts set out in the Preliminary Assessment.
  This could materially and adversely impact the projected economics of the Pebble
  project. As is normal at this stage of a project, data is incomplete and estimates
  were developed based solely on the expertise of the individuals involved as
  well as the assessments of other persons who were involved with previous operators
  of the project. At this level of engineering, the criteria, methods and estimates
  are very preliminary and result in a high level of subjective judgment being
  employed. The Preliminary Assessment uses only inferred mineral resources which
  are considered too speculative geologically to be categorized as mineral reserves
  and to have economic considerations applied to them. There can be no assurance
  that the operating and financial projections contained in the Preliminary Assessment
  will be realized.

The following are the principal risk factors and uncertainties
  which, in management's opinion, are likely to most directly affect the conclusions
  of the Preliminary Assessment and the ultimate feasibility of the Pebble project.
  The mineralized material at the Pebble project for the Preliminary Assessment
  was classified as an inferred resource and it is not a reserve. The mineralized
  material in the Preliminary Assessment is based only on the inferred resource
  model developed in February, 2004. That model includes only assay information
  from drilling up to the end of 2003. Considerable additional work, including
  in-fill drilling, additional process tests, and other engineering and geologic
  work will be required to determine if the mineralized material is an economically
  exploitable reserve. There can be no assurance that this mineralized material
  can become a reserve or that the amount may be converted to a reserve or the
  grade thereof. Final feasibility work has not been done to confirm the pit design,
  mining methods, and processing methods assumed in the Preliminary Assessment.
  Final feasibility could determine that the assumed pit design, mining methods,
  and processing methods are not correct. Construction and operation of the mine
  and processing facilities depends on securing environmental and other permits
  on a timely basis. No permits have been applied for and there can be no assurance
  that required permits can be secured or secured on a timely basis. Data is incomplete
  and cost estimates have been developed in part based on the expertise of the
  individuals participating in the preparation of the Preliminary Assessment and
  on costs at projects believed to be comparable, and not based on firm price
  quotes. Costs, including design, procurement, construction, and on-going operating
  costs and metal recoveries could be materially different from those contained
  in the Preliminary Assessment. There can be no assurance that mining can be
  conducted at the rates and grades assumed in the Preliminary Assessment. The
  project requires the development of port facilities, roads and electrical generating
  and transmission facilities. Although Northern Dynasty believes that the State
  of Alaska favours the development of these facilities and may be willing to
  arrange financing for their development, there can be no assurance that these
  infrastructure facilities can be developed on a timely and cost-effective basis.
  Energy risks include the potential for significant increases in the cost of
  fuel and electricity. The Preliminary Assessment assumes specified, long-term
  prices levels for gold, copper, silver and molybdenum. Prices for these commodities
  are historically volatile, and Northern Dynasty has no control of or influence
  on those prices, all of which are determined in international markets. There
  can be no assurance that the prices of these commodities will continue at current
  levels or that they will not decline below the prices assumed in the Preliminary
  Assessment. Prices for gold, copper, silver, and molybdenum have been below
  the price ranges assumed in Preliminary Assessment at times during the past
  ten years, and for extended periods of time. The project will require major
  financing, probably a combination of debt and equity financing. Interest rates
  are at historically low levels. There can be no assurance that debt and/or equity
  financing will be available on acceptable terms. A significant increase in costs
  of capital could materially and adversely affect the value and feasibility of
  constructing the project. Other general risks include those ordinary to very
  large construction projects including the general uncertainties inherent in
  engineering and construction cost, the need to comply with generally increasing
  environmental obligations, and accommodation of local and community concerns.

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Other Engineering Studies

In 2004, the focus of the Pebble project made a transition
  from exploration to comprehensive studies designed to collect the necessary
  resource, engineering, environmental and socioeconomic data to complete a feasibility
  study and application for permits for a large scale open pit mining operation.
  Engineering studies for all project components, including road access, port
  and power transmission, as well as comprehensive environmental and socioeconomic
  base line data collection and studies took place through out 2004 and are continuing
  in 2005.

AMEC Americas Limited was selected in December 2004 as the
  lead engineering contractor for preparation of the Pebble Project Feasibility
  Study. As well, in association with the local Alaskan power utility, Homer Electric
  Association, Power Engineers Ltd has been retained to undertake the detailed
  investigation of power supply to the proposed mine location. Knight Piesold
  Ltd. was contracted to collect geotechnical and hydrogeological data required
  for a feasibility level open pit slope design.

Geotechnical

The 2004 program consisted of eight oriented drill holes,
  totaling 3,065 m, 50 overburden holes (GH-series), and test pitting. A comprehensive
  geotechnical database was developed that includes results from both laboratory
  and field strength tests on point load and direct shear. In situ packer permeability
  testing was completed in the deeper, more competent rock in the geotechnical
  holes. Standpipe piezometers were installed in some exploration holes to characterize
  hydrogeological characteristics of the rock mass. The overburden holes and test
  pits were done to investigate the geotechnical and hydrogeological characteristic
  of overburden material in order to select suitable areas for storage of waste
  rock and mill tailings. The oriented holes were drilled to obtain structural
  information required for the design of a Stage-1 open-pit. The oriented holes
  were oriented outwards to intersect the proposed pit walls. The intact strength
  of the rock mass at Pebble is fair to good, with some poor sections in the Tertiary
  sedimentary rocks and upper parts of intrusions. Steeply dipping faults and
  shears are present and will affect the pitwall design. The groundwater table
  is near the surface and moderate groundwater flow is expected at the interface
  between overburden and bedrock. The permeability of the rock mass generally
  is low.

The study concluded that the intact strength of the rock mass
  at Pebble is fair to good, with some poor sections in the Tertiary sedimentary
  rocks and upper parts of intrusions. Steeply dipping faults and shears are present
  and will affect the pitwall design. The groundwater table is near the surface
  and moderate groundwater flow is expected at the interface between overburden
  and bedrock. The permeability of the rock mass generally is low.

Vein orientations were measured and analyzed from cores of
  the oriented holes to identify vein sets and significant structural orientations.
  The data show a strong cluster of veins whose dips are oriented inwards from
  the northwest and southeast sides of the zone, a pattern that is consistent
  with the interpretation of the Pebble deposit as occupying the core of a broad
  anticline trending east-northeast. The veins are interpreted to occupy preferentially
  fractures in zones of dilatent stress on the limbs of the anticline. Patterns
  are generally similar for veins of all ages. The data may be biased because
  the preferred orientation in all holes was subperpendicular to the axis of the
  hole.

Metallurgical

In November 2004, 85 tons (77 tonnes) of samples from 27 PQ
  (85 mm diameter) and HQ (63.5 mm diameter) drill holes in the Pebble gold-copper
  molybdenum deposit were shipped to SGS Lakefield Research Limited (“SGS
  Lakefield”) in Ontario, Canada for metallurgical test work. At SGS Lakefield’s
  research facilities, the drill core will be prepared into a number of composite
  samples for testing variability in the crushing, grinding and processing properties
  of the mineralization and different rock types in the Pebble deposit. These
  composites will be selected to accurately define the metallurgical variances
  across the deposit in rock masses of sufficient tonnage to impact daily, monthly
  and yearly production schedules. These detailed studies will provide a thorough
  understanding of the Pebble deposit in terms of power requirements for crushing
  and grinding as well as the expected metal recoveries and product quality during
  flotation. All reject products from the process will be characterized for the
  most suitable manner of disposal so that appropriate conventional waste management
  facilities can be designed.

These metallurgical studies are part of ongoing testing of
  drill core material that has been underway since mid 2004. Work on the new composite
  samples will commence upon receipt by SGS Lakefield, and is expected to continue
  to mid 2005.

Infrastructure

Infrastructure requirements for the Pebble project are being
  defined and significant progress has been made on specific infrastructure development
  plans. Development of a mine at Pebble will require the construction of a 138-kilometer
  (85 mi) road to connect the project to tidewater at Cook Inlet and a deep sea
  port facility. The State of Alaska’s Southwest Regional Transportation
  Plan includes the construction of transportation facilities from Cook Inlet
  to the town of Iliamna, 27 km (17 miles) from the Pebble project. Northern Dynasty
  and the State are in discussion to integrate this sector of the State’s
  plan with the Pebble project’s potential development schedule. A recent
  transportation corridor analysis, commissioned by the State’s Department
  of Transportation and Public Facilities, identified a preferred road corridor
  and port option.

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Pre-feasibility level engineering studies for the port site
  and the road transportation corridor have now been commissioned by the State,
  with results expected to be reported in early 2005. Northern Dynasty’s
  environmental consulting team is collecting the necessary data for road and
  port permit applications on a year-round basis. The State and Northern Dynasty
  plan to continue their co-operation under a Memorandum of Understanding to be
  negotiated in the coming months.

A number of options for the provision of electric power to
  the project and neighboring villages have been identified and are currently
  being evaluated. These options include connection to the State’s existing
  power transmission grid, either through a 66-km (41 miles) submarine connection
  to the Kenai Peninsula or an overland route on the west side of Cook Inlet.
  An alternative to a transmission grid connection would involve the establishment
  of new generation facilities close to the mine or port area. Homer Electric
  Utility and Northern Dynasty are jointly funding a feasibility study of a power
  development plan to connect the deposit site to the State of Alaska’s
  Railbelt electrical grid.

Environmental Considerations

The local communities within the Bristol Bay district of southwestern
  Alaska are reliant on the commercial salmon-fishing industry, the recreational
  sports fishing industry, and subsistence hunting and fishing. Although, the
  region is searching for ways to diversify, economically, it is important that
  potential mineral development in the area is designed in such a way as to ensure
  that surface and groundwater quality standards will be maintained.

Accordingly, a wide variety of comprehensive and multi-disciplinary base-line
  environmental and socioeconomic studies where begun in 2004. The studies are
  being conducted at the project site, along the road and at the potential port
  site include:

- Meteorology;
- Air quality;
- Surface water quantity/quality;
- Ground water quantity/quality;
- Fish and aquatic resources;
- Wildlife and terrestrial resources;
- Wetland resources; Marine studies at the port site;
- Trace elements in sediment, soils, vegetation, fish and aquatic resources;
- Subsistence; Cultural resources;
- Renewable Resource use;
- Socio-economic factors;
- Viewscapes;
- Noise;
- Mine rock and tailings chemical characterization;
- Laboratory Analysis quality samples taken during the study;
- Impact assessment and management;
- and Mine closure and reclamation.



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There are 24 different consulting companies providing experts
  and more than 80% are Alaskans. Along with the surveys of the wetlands; spring
  stream surveys, marine studies, and summer fisheries studies are also ongoing.

This comprehensive environmental and socio-economic studies
  program began in 2004 and will garner the scientific and traditional knowledge
  that provides the foundation for:

- Sound environmental design of the Pebble project;
- Documenting baseline conditions;
- Assessing/managing project impacts;
- and Rigorous project review and permitting.

The 2004 program of studies will be continued in 2005 to ensure
  that an adequate baseline of environmental and socioeconomic data is available
  to support the permitting phase of project development. Approximately $20
  million has been allocated for the 2005 study program.

An extensive community relations program has been initiated
  involving local residents in Iliamna, Newhalen, Nondalton, Pedro Bay and 14
  other Bristol Bay native communities. Northern Dynasty have been assigned to
  visit these communities on a regular basis in order to establish meaningful
  relationships with community leaders, provide specific information to the communities
  as a whole and solicit information from them regarding their desires and concerns
  for responsible mineral development. The Company is also initiating, with local
  and state authorities a workforce development strategy for the project moving
  forward.

Integrated Project Design Process

In order to facilitate the project permitting process, a project
  design process has been initiated to integrate the environmental baseline information
  with the engineering factors needed to develop a viable project. The process
  is designed to address the environmental and socioeconomic factors at an early
  stage.

Plan of Operation - Exploration, Engineering and Environmental Programs
  in 2005

A $44.5 million program is planned for 2005.

The core drilling portion includes 30,000 m (97,000 feet)
  of exploration and infill drilling, focused on the East Zone, and 2,700 m (9,000
  feet) of metallurgical drilling in the Pebble deposit. In addition, 60 days
  of reverse circulation drilling to collect further hydrological data throughout
  the site is also planned.

Comprehensive engineering, environmental, and socioeconomic
  programs, designed for the completion of a feasibility study and permit applications
  will continue in parallel with the drill program.

Waste and Water Management System Assessment

The waste and water management system assessment will be continued
  for incorporation in the feasibility study. This work will include additional
  data collection for seepage control, foundation design, and waste and water
  characterization. The facility layouts will continue.

Metallurgical Testwork

The metallurgical testwork, which commenced in 2004, will
  continue to mid 2005. In addition, as a result of the expansion of the resource
  to the east, additional testwork requirements were identified. A second

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suite of samples, based on a combination of existing drill
  core and a series of new drill holes, will be collected and the tests on these
  samples added to the program.

The goal of the metallurgical program is two-fold. First,
  the data generated will be adequate to support the feasibility level design
  of the process plant. Second, the response of the ore within the plant –
  i.e. grindability, metal recovery, reagent consumption, etc. – will be
  defined to permit to the proper estimate of operating costs and financial returns.

Transportation Studies

The transportation studies also have two components. The first
  is to support the State in its assessment of the Southwest Alaska transportation
  system. The second is to determine the transportation requirements for the project.
  This latter task includes evaluating concentrate transport alternatives, developing
  a project logistics plan, and determining the costs for the feasibility study.

Power Studies

Northern Dynasty will continue to support Homer Electric in
  its assessment of the capacity of the Railbelt electrical grid to supply power
  to the project.

Feasibility Study

The basic objective of the feasibility study will be to consolidate
  the results of the various engineering studies into a comprehensive document
  that defines the costs and financial returns of the project. The work specific
  to the study will be to complete mine planning based on the new resource estimate,
  complete a feasibility-level plan for the process plant and associated infrastructure,
  and to estimate the costs of these facilities.

|PROPOSED 2005 BUDGET               
|-----------------------------------
|Item                               
|Resource Core Drilling             
|Exploration Lands (79,000 feet)    
|Resource Lands (18,000 feet)       
|Rotary Drilling (60 days)          
|Metallurgical Core Drilling (9,000 
|feet)                              
|Assays                             
|Transportation                     
|Salaries                           
|Freight, Site Costs & Miscellaneous
|Exploration/Drilling               
|Engineering Studies                
|Environmental & Socioeconomic      
|Field Office                       
|Supervision & Head Office          
|GRAND TOTAL                        

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ITEM 5 OPERATING AND FINANCIAL REVIEW
  AND PROSPECTS

Overview

Northern Dynasty’s business strategy is to acquire,
  explore and conduct preliminary engineering and economic analyses of mineralized
  deposits, which have large tonnage and multi-year production potential. This
  work is done with a view to enhancing the value of the mineral prospect. As
  an active junior resource issuer, Northern Dynasty does not consider it likely
  that even if project economics warrant commercial production that Northern Dynasty
  as it is presently constituted would have the financial and manpower resources
  to place the Pebble Project into commercial production entirely by itself, as
  such operations require large corporate, technical and financial infrastructure
  in excess of Northern Dynasty’s present capacities.

Northern Dynasty’s results of operations are economically
  evaluated by investors on an “event driven” basis in that exploration
  expenditures yield information on the nature, extent and statistical confidence
  (primarily from core drilling exploration programs) in a mineralized deposit’s
  size and continuity which information is not contained in financial statements.
  Thus, it is difficult to evaluate the success of operations in a fiscal year
  by reference to the financial statements given that results are more appropriately
  measured by an evaluation of the minerals discovered and/or confirmed. Northern
  Dynasty’s operating activities do not occur on a regular or periodic basis
  and are subject to the economic realities of metals prices and equity financing
  conditions for natural resource exploration issuers. Accordingly, it may not
  be meaningful to seek observable trends in financial operating statistics although
  liquidity statistics will be important. Northern Dynasty calculates an annual
  loss per share (which has varied over a range of $0.35 to $0.41 over
  the last three fiscal years), but is of the view that Northern Dynasty’s
  share price does not vary in accordance with the loss per share statistic. Rather
  Northern Dynasty share prices vary with the outlook for its mineral projects
  and the price of the underlying market for gold and copper and the outlook for
  these metals.

Northern Dynasty’s financial statements are prepared
  on the basis that it will continue operations as a going concern. Given that
  Northern Dynasty has no source of significant revenue this assumption is always
  subject to the further assumption that there will continue to be investment
  interest in equity funding exploration to seek large tonnage metal deposits.
  Northern Dynasty can give no assurance that it will continue to be able to raise
  sufficient funds and, should it be unable to continue to do so, may be unable
  to realize on the carrying value of the resource project. The net realizable
  value could be materially less than Northern Dynasty’s liabilities with
  a potential for total loss to Northern Dynasty shareholders.

Northern Dynasty does not believe that it is significantly
  impacted by the effects of inflation nor currency moves as the Canadian dollar
  has fluctuated in a relatively narrow band to the United States dollar during
  the last three years. Northern Dynasty’s principal property is located
  in Alaska and most on-site property related expenses will be transacted in United
  States dollars. Northern Dynasty will monitor exchange rates and buy US dollars
  at the most favorable rates available to mitigate the effects of the United
  States/Canadian dollar exchange rate on its business. For additional details
  respecting the five year historical exchange rates, see Item 3A. Northern Dynasty
  has not been significantly affected by government economic, fiscal, monetary
  or political policies and the outlook for Northern Dynasty’s assets primarily
  relate to the results of exploration and the outlook for copper and gold.

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- 36 -

Operating Results

Fiscal 2004 Compared with Fiscal 2003

Loss for the year ended December 31, 2004, increased to $41,698,647,
  compared to a loss of $8,299,461 in the previous fiscal year. Included in
  the loss for the current year was stock-based compensation expense of $6,378,877.

Expenses, excluding stock-based compensation, foreign exchange,
  interest and write down of marketable securities increased to $35,075,467
  from $6,754,715 in the previous year.

Exploration costs increased by $27,093,171 to $32,594,900,
  from $5,501,729 spent in the previous year. The main exploration expenditure
  during the year was for environmental (2004 - $9,806,864; 2003 – nil)
  for planning and carrying out a variety of environmental test work. Other significant
  exploration costs are:

- drilling (2004 – $7,689,138; 2003 – $2,050,068) as
    the Company was completing its current year drill program on the property,
- helicopter transportation for geological and environmental crews as well
    as drills and drill crews (2004 – $3,823,073; 2003 – $632,331),
- engineering (2004 – $3,886,839; 2003 – $83,301) for
    tailings site studies and site and infrastructure planning, and
- site activities (2004 – $3,715,240; 2003 – $723,326),
    including site support and cost of the new field office in Anchorage.

Office and administration costs increased by $861,429
  to $1,382,986 from $521,557 in the previous year as additional activities
  have been required to support work at the Pebble site. Shareholder communication
  expenses decreased from $578,476 spent in previous year to $471,032
  in fiscal 2004.

Stock-based compensation of $6,378,877 was charged to
  operations during 2004 fiscal year, compared to $1,675,064 in the previous
  year. The increase in stock-based compensation expense in the 2004 fiscal year
  is related primarily to the increase in the share price of the Company during
  the year. The share price is a significant component of the value of stock-based
  compensation for unvested options to non-employees.

Fiscal 2003 Compared with Fiscal 2002

The Company recorded a loss of $8,299,461 over the 2003
  fiscal year, compared to a loss of $4,502,094 over the first nine months
  of 2003 and $5,112,493 in the prior fiscal year. The expenditures for 2003
  ($8,429,779) are higher than in the previous fiscal year ($5,101,817)
  and this is largely attributed to higher exploration costs (2003 - $5,501,729;
  2002 - $4,329,936), stock-based compensation (2003 - $1,675,064; 2002
  - $13,271), and shareholder communication (2003 - $578,476; 2002 - $164,031).

The main exploration expenditure was for drilling (2003 - $2,700,068;
  2002 - $1,142,867). During the 2003 fiscal year, 21,713 metres (71,238 feet)
  of drilling were completed. Other significant exploration costs for the year
  were (2003 - $632,331; 2002 - $601,641) for helicopter and fixed wing
  for transportation to site and drill moves, (2003 - $723,326; 2002 - $497,291)
  for site activities that include local support services and supplies and (2003
  - $622,183; 2002 - $629,082) for geological wages for planning and supervising
  the drill program and for logging core from the program. Increased assay and
  analytical costs of $290,771 (2002 - $118,948) were also paid during
  the year.

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Office and administration costs increased from $454,190
  spent in the 2002 fiscal year to $521,557 in the 2003 fiscal year. Shareholder
  communication expenses increased from $164,031 spent in the previous year
  to $578,476 in fiscal 2003, and reflect the increased level of corporate
  and investor relations activity.

Fiscal 2002 Compared with Fiscal 2001

The Company writes off as expenses all of its resource expenditures
  hence it recorded a loss of $5,112,493 over the 2002 fiscal year as compared
  to a loss of $4,120,331 over the first nine months of 2002 and $1,454,844
  in the prior fiscal year. The expenditures for fiscal 2002 year ($5,101,817)
  are higher than in the prior fiscal year ($1,563,515), and this is largely
  attributed to higher exploration costs (2002 - $4,329,926; 2001 - $1,168,394)
  incurred at the Pebble Project. Administrative costs were also higher in 2002
  (2002 - $771,881; 2001 - $395,121) because of additional support for
  the exploration programs and securities reporting and registration activities.
  Expenses increased in 2002 over 2001 in all areas except for management and
  consulting fees and property investigation costs. The latter 2001 costs were
  related to the technical review and development of a qualifying report, and
  negotiation and completion of agreements on the Pebble Project.

Expenses decreased in the fourth quarter to $988,986 as
  compared to $1,564,462 in the third quarter, due mainly to a decrease in
  exploration expenditures (December 31, 2002 - $737,287; September 30, 2002
  - $1,425,595). This decrease was partially offset by an increase in shareholder
  communication costs (December 31, 2002 - $97,672; September 30, 2002 - $17,872).
  Shareholder communication costs increased due to a wide distribution of information
  to potential investors during the quarter. Exploration expenditures decreased
  as site work was completed in the third quarter.

The highest exploration expenditures in the fourth quarter
  were option payments (December 31, 2002 - $420,000; September 30, 2002 -
  nil) for the Pebble property; geological wages (December 31, 2002 - $89,798;
  September 30, 2002 - $245,012) for compilation of the results from drilling
  and re-logging programs; site activities (December 31, 2002 - $74,424; September
  30, 2002 - $199,071) which involved final payments for the third quarter
  work at site; and assays (December 31, 2002 - $48,204; September 30, 2002
  - $53,216) for completion of analytical work on the drill core samples.

Hunter Dickinson Inc. (“HDI”) of Vancouver, British
  Columbia is a private company with certain directors in common that carries
  out geological, corporate development, shareholder communications, administration
  and other management activities for, and incurs third party costs on behalf
  of, the Company. HDI is reimbursed on a full cost recovery basis. In fiscal
  2002, Northern Dynasty paid $1,227,425 to HDI, as compared to $333,142
  in fiscal 2001. The Company also paid $28,698 to Hunter Dickinson Group
  Inc., a decrease from $586,966 paid in fiscal 2001. (See also “Related
  Party Transactions”.)

Northern Dynasty has no legally committed capital resources
  or other sources of debt or equity capital. Northern Dynasty generally secures
  funding by presenting resource projects to a network of exploration investors
  including individual, institutional and brokerage firms. Northern Dynasty’s
  ability to fund projects is contingent on not only the perceived merits of its
  prospects but also on conditions generally in the exploration venture capital
  markets.

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- 38 -

B.               Liquidity
  and Capital Resources

Overview

Historically, Northern Dynasty’s source of funding has
  been the sale of equity securities for cash primarily through private placements
  to sophisticated investors and insiders and their associates. Northern Dynasty
  has no assurance of continued access to equity funding. Northern Dynasty believes
  it has sufficient working capital to meet its operating requirements to December
  31, 2005 depending on the level of activity it pursues. In March, 2004 Northern
  Dynasty completed a Cdn$30.8 million financing by issuing shares and warrants
  (together as Units) for Cdn$4.25 per Unit. Equity funding was secured in
  February 2002 and January 2003, an aggregate of $1.3 million. Contingent
  on positive results from the exploration program, Northern Dynasty will require
  additional financing to cover future exploration programs and ongoing administrative
  costs. The Company is actively sourcing additional funding however; there can
  be no assurance that Northern Dynasty will be able to raise the additional funds,
  and should it be unsuccessful, the Company would be required to scale back its
  operations.

Northern Dynasty has no legally committed capital resources
  or other sources of debt or equity capital. Northern Dynasty generally secures
  funding by presenting resource projects to a network of exploration investors
  including individual, institutional and brokerage firms. Northern Dynasty’s
  ability to fund projects is contingent on not only the perceived merits of its
  prospects but also on conditions generally in the exploration venture capital
  markets.

Fiscal 2004 Compared with Fiscal 2003

On March 16, 2004, the Company completed a private placement
  by issuing 2,750,000 units at $8.00 each, for net proceeds of approximately
  $21.9 million. Each unit was comprised of a common share and one half warrant.
  Each whole warrant entitles the holder to purchase one common share at a price
  of $9.00 until March 16, 2005. The TSX Venture Exchange subsequently consented
  to the reduction of the exercise price of 821,875 of these warrants to $4.65.

On August 5, 2004, the Company completed a $10 million
  private placement financing, consisting of 2,816,902 units of its capital at
  $3.55 per unit. Each unit consisted of one common share and one share purchase
  warrant exercisable to purchase an additional common share at a price of $4.15
  until August 5, 2005.

At December 31, 2004, Northern Dynasty had working capital
  of approximately $10.2 million, as compared to $3.2 million at the end
  of the 2003 fiscal year. Working capital increased as a result of the March
  2004 $21.9 million private placement, the August 5, 2004 $9.8 million
  private placement and $10,987,764 received in cash from the exercise of
  options and warrants during the year. Northern Dynasty had 47,690,287 common
  shares issued and outstanding at December 31, 2004.

The Company had no commitments for material capital expenditures
  as of December 31, 2004.

The Company has no lines of credit or other sources of financing
  which have been arranged but as yet unused.

During the period November 2004 to March 2005, the Company
  acquired a 100% working interest (subject to a 4-5% net profits royalty) in
  the Pebble property (see Item 1.2 of this MD&A). The Company will use its
  capital resources primarily to continue to conduct an exploration and development
  program on the Pebble property.

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- 39 -

Subsequent to the year end, the Company completed a $30.8
  million private placement equity financing, consisting of 7,247,000 shares and
  7,247,000 warrants. Assuming the exercise of in-the-money dilutables, the Company
  has sufficient capital to execute its 2005 work programs.

Fiscal 2003 Compared with Fiscal 2002

On July 31, 2003, the Company completed a private placement
  consisting of 6,944,445 units at a price of $0.72 per unit. Each unit was
  comprised of one common share and one warrant exercisable to purchase an additional
  common share at a price of $0.90 until June 12, 2004. All shares issued
  pursuant to the private placement financing and upon the exercise of the warrants
  have a hold period expiring July 31, 2004.

The private placement financing was made by Shambhala Gold
  Limited (“Shambhala”), a subsidiary of Galahad Gold plc, and received
  shareholder approval at the annual and extraordinary general meeting of shareholders
  of the Company on July 14, 2003. Shambhala Mining Corp., a wholly owned subsidiary
  of Shambhala incorporated under the laws of the Yukon, at June 1, 2004 held
  approximately 20% of the issued shares of Northern Dynasty. Shambhala has the
  right to participate in any equity financing by the Company to maintain its
  pro rata interest in the Company as long as Shambhala controls 20% or more (undiluted)
  of the Company’s issued and outstanding shares (the “Cooperative
  Period”). During the Cooperative Period, Shambhala is entitled to and
  did nominate two directors to Northern Dynasty’s board, namely Brian Mountford
  and Ian Watson. Shambhala has agreed that it will vote its shares in favour
  of resolutions recommended by the Company’s board of directors. If at
  any time during the Cooperative Period, Northern Dynasty elects to exercise
  its right to purchase the area of the Pebble Property known as the Resource
  Lands, financed by way of equity, Shambhala has a right of first refusal to
  subscribe for securities of Northern Dynasty to finance all or part of the exercise
  amount. The initial proceeds of the financing were allocated for the 2003 drilling
  program and the remainder (and potential additional proceeds from the exercise
  of warrants) to further advance the Pebble project.

The main activity in 2003 was drilling. All of the anticipated
  exploration expenditures were comparable to those proposed in the budget, except
  for site activities and miscellaneous. Site activities and miscellaneous are
  lower because the drilling program was completed in a shorter time than was
  anticipated. Administrative costs are higher mainly due to increased financing
  and shareholder communications activities.

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- 40 -

At December 31, 2003, Northern Dynasty had working capital
  of $3,240,887, as compared to $496,048 at the end of the previous fiscal
  year. Working capital increased as a result of the Shambhala financing, the
  July 2003 private placement, and $4,239,257 in cash received from the exercise
  of options and warrants during the year. Northern Dynasty had 31,733,186 common
  shares issued and outstanding at December 31, 2003.

Subsequent to the year-end, on March 16, 2004, the Company
  completed a private placement by issuing 2,750,000 units at $8.00 each.
  Each unit was comprised of a common share and one half warrant. Each whole warrant
  entitles the holder to purchase one common share at a price of $9.00 until
  March 16, 2005.

Fiscal 2002 Compared with Fiscal 2001

On July 29, 2002, the common shares of Northern Dynasty commenced
  trading on the OTC Bulletin Board (“OTCBB”) in the United States.
  The Company now trades on the TSX Venture Exchange (symbol NDM) and the OTC-BB
  (symbol NDMLF).

On August 27, 2002, the Company closed a private placement
  of 197,548 units at a price of $1.05 per unit for net proceeds of $190,815.
  Each unit is comprised of one common share and one share purchase warrant. Each
  share purchase warrant entitles the holder to purchase an additional common
  share at a price of $1.15 until December 27, 2003. The share purchase warrants
  are subject to a four-month hold period and an accelerated expiry. If the closing
  price of the common shares as traded on the TSX Venture Exchange is greater
  than or equal to $1.73 for ten consecutive trading days, warrant holders
  will be given notice that the warrants will expire in 45 days.

On January 14, 2003, Northern Dynasty completed a private
  placement by issuing 1,300,000 flow-through units and 400,000 non flow-through
  units at $0.50 each. Each flow-through unit is comprised of a flow-through
  common share and a two-year non flow-through share purchase warrant. Each warrant
  entitles the Investor to purchase one common share at a price of $0.60 for
  two years after the issue date. The non flow-through units are comprised of
  one common share and a two-year share purchase warrant with the same warrant
  terms.

At December 31, 2002, Northern Dynasty had working capital
  of $496,048, as compared to a working capital deficit of $77,575 at
  the end of the previous quarter.

Fiscal 2001 Compared with Fiscal 2000

At December 31, 2001, Northern Dynasty has a positive working
  capital position of $1.82 million (excluding the $400,000 private placement
  announced December 13, 2001 and the $1.0 million placement announced March
  6, 2002), compared to $2.64 million at the end of 2000. At December 31,
  2001 Northern Dynasty has 9,292,455 issued and outstanding shares.

In July 2001, the Company closed a private placement of 2,100,000
  units at a price of $0.30 of which 1,900,000 were placed to insiders of
  the Company and/or their associates. Each Unit issued on conversion of the Special
  Warrants comprised of one common share and one share purchase warrant exercisable
  to purchase an additional share at a price of $0.40 for a two-year period
  from the date of issuance. The offering closed July 17, 2001. Proceeds, some
  $630,000, from the placement will be used for working capital.

On December 13, 2001, the Company announced that it had reached
  agreement in principle for a private placement to insiders. The placement comprises
  1,176,470 units at $0.34 each. Each unit will consist of one common share
  and a share purchase warrant exercisable to purchase an additional common share
  at a price $0.45 for a two-year period, subject to a four-month hold period.
  Proceeds will be used for working capital and for the advancement of exploration
  of the Pebble Project. The offering closed February 20, 2002.

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- 41 -

On March 6, 2002 and subsequent to year-end, the company announced
  that it had reached agreement in principle with certain private investors to
  privately place 2,000,000 Units at a price of $0.50 per Unit. Each Unit
  will comprise one share and one share purchase warrant exercisable to purchase
  an additional share at a price of $0.62 for a two year period from the date
  of issuance. The Company will pay placement fees in accordance with TSX Venture
  Exchange Policies on a portion of the private placement. The offering closed
  April 19, 2002. Proceeds from the placement were used for working capital and
  the advancement of the Pebble Project.

Financial Instruments

Northern Dynasty keeps its financial instruments denominated
  in Canadian dollars and does not engage in any hedging operations with respect
  to currency. Funds, which are currently in excess to Northern Dynasty’s
  needs, are invested in short term near cash investments pending the need for
  the funds.

Northern Dynasty does not have any material commitments for
  capital expenditures and accordingly can remain relatively flexible in gearing
  its activities to the availability of funds. As of the fiscal 2004 year-end,
  Northern Dynasty estimates that the cost of maintaining its corporate administrative
  activities at approximately $100,000 per month. Accordingly, Northern Dynasty’s
  management estimates that approximately $1.2 million will be needed to maintain
  its corporate status and assets over the ensuing one-year period excluding Pebble
  Property activities. Northern Dynasty had current working capital of approximately
  $10.2 million as of December 31, 2004, and completed a $30.8 million private
  placement in March 2005, and expects to be able to raise sufficient capital
  to fund the cost of the next two years administration and exploration programs.
  There is, however, no assurance that Northern Dynasty will be able to raise
  the required funds.

Northern Dynasty will consider raising, if possible, further
  funds for the Pebble Property contingent on the outcome of the first phase of
  exploration.

C.               Research
  Expenditures

Northern Dynasty is a natural resource exploration expenditure
  based corporation and does not have a program of intellectual property development
  or patenting or licensing.

D.               Trend
  Information

As a natural resource exploration company, Northern Dynasty’s
  activities are mainly event-driven, that is based on exploration successes and
  failures than seasonal, but it may be seen to be affected by the cyclic nature
  of metal prices.

Copper is a commodity metal used extensively in the housing
  and automotive industries and accordingly demand for copper varies directly
  with general economic conditions. The copper price has increased substantially,
  averaging US$0.81/lb in 2003 and approximately US$1.25/lb in 2004 and is in
  the US$1.50/lb range as of March 15, 2005.

Gold prices continued an overall uptrend in 2004, averaging
  US$410 per ounce, compared to US$364 per ounce in 2003. At March 15, 2005, the
  gold price was in the range of US$425/oz.

Molybdenum oxide prices increased from US$7.60/lb early in 2004 to US$34.00/lb
  by year end.

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- 42 -

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors
  and Senior Management

|Name, Position and                   | Period a Director of the | Shares Beneficially   
|------------------------------------ | ------------------------ | ----------------------
|Municipality of Residence            | Company                  | Owned or Controlled(1)
|                                     |                          |                       
|David J. COPELAND                    |                          |                       
|Director                             | Since June 1996          | 46,100 shares         
|Vancouver, British Columbia          |                          | 200,000 options       
|                                     |                          |                       
|Scott D. COUSENS                     |                          |                       
|Director                             | Since June 1996          | 6,000 shares          
|Vancouver, British Columbia          |                          | 200,000 options       
|                                     |                          |                       
|Robert A. DICKINSON (2)              |                          |                       
|Chairman of the Board and Director   | Since June 1994          | 1,228,702 shares      
|Vancouver, British Columbia          |                          | 200,000 options       
|                                     |                          | 40,647 warrants       
|David ELLIOTT                        |                          |                       
|Director                             | Since July 2004          | Nil shares            
|Vancouver, British Columbia          |                          | 100,000 options       
|                                     |                          |                       
|Gordon J. FRETWELL                   |                          |                       
|Director                             | Since June 2004          | Nil shares            
|Vancouver, British Columbia          |                          | 100,000 options       
|                                     |                          |                       
|Wayne KIRK                           |                          |                       
|Director                             | Since July 2004          | Nil shares            
|San Rafael, CA                       |                          | 100,000 options       
|                                     |                          |                       
|Jeffrey R. MASON                     |                          | 18,000 shares         
|Chief Financial Officer and Director | Since June 1996          | 200,000 options       
|Vancouver, British Columbia          |                          | 18,000 warrants       
|                                     |                          |                       
|Brian MOUNTFORD (5)                  |                          |                       
|Director                             | Since September 2004     | Nil shares            
|Surrey, British Columbia             |                          | 385,000 options       

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- 43 -

|Name, Position and                              | Period a Director of the | Shares Beneficially   
|----------------------------------------------- | ------------------------ | ----------------------
|Municipality of Residence                       | Company                  | Owned or Controlled(1)
|                                                |                          |                       
|Walter T. SEGSWORTH                             |                          |                       
|Director                                        | Since September 2004     | Nil shares            
|W.Vancouver, British Columbia                   |                          | 100,000 options       
|                                                |                          |                       
|                                                |                          |                       
|Ronald W. THIESSEN                              |                          |                       
|President, Chief Executive Officer and Director | Since November 1995      | 7,782 shares          
|Vancouver, British Columbia                     |                          | 200,000 options       
|                                                |                          |                       
|                                                |                          |                       
|Ian WATSON (3)                                  |                          |                       
|Director                                        | Since July 2003          | Nil shares            
|London, England                                 |                          | 357,500 options (4)   

Notes

|1. | The information as to principal occupation, business
        or employment and shares beneficially owned or controlled, of certain
        directors is not within the knowledge of the management of the Company
        and has been furnished by the respective nominees.                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                          
|2. | Certain of these shares are registered in the name
        of United Mineral Services Ltd. and 491038 B.C. Ltd., both companies which
        are controlled by Mr. Dickinson.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                          
|3. | Mr. Watson is Chairman and Managing Director of Galahad
        Gold plc, which controls Shambhala Gold Limited, which in turn, at March
        15, 2005, held 16,254,695 shares of Northern Dynasty. As of March 15,
        2005, Mr. Watson was a significant shareholder of Galahad Gold plc.       
|   |                                                                                                                                                                                                                                                                                                          
|4. | Included in this total held by Mr. Watson are 357,500
        options, the economic benefits of which accrue to Shambhala Gold Limited.                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                          
|5. | Mr. Mountford also serves as a consultant to Galahad
        Gold plc.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                          
|6. | As of March 15, 2005, the total beneficial security
        holdings of the Directors and Officers is 1,306,584 shares which represents
        approximately 2.6% of the current outstanding shares. The Directors and
        Officers also hold an aggregate of 2,100,000 options and 58,647 warrants.

DAVID J. COPELAND, P.Eng. - Director

David J. 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 Taseko and other companies for which Hunter Dickinson Inc. provides
  services. He is also a director of Hunter Dickinson Inc.

Mr. Copeland is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources

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- 44 -

**Corporation**, Director
  (September 1996 to present); Farallon Resources Ltd., Director (December
  1995 to present); Great Basin Gold Ltd., Director (February 1994 to present);
  Continental Minerals Corporation(formerly Misty Mountain Gold Limited),
  Vice-President, Project Development (June 1995 to February 1996 and June 1997
  to June 1998) and Director (November 1995 to present); Northern Dynasty Minerals
  Ltd., Director (June 1996 to present); Taseko Mines Limited, Director
  (January 1994 to present) (including Director of Gibraltar Mines Ltd., a private
  mining company, which is a wholly owned subsidiary of Taseko Mines Limited);
  Casamiro Resource Corp., Director (February 1995 to August 2002).

SCOTT D. COUSENS - Director

Scott D. Cousens provides management,
  technical and financial services to a number of publicly traded companies. Mr.
  Cousens’ focus for the past 14 years 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.

Mr. Cousens is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation, Director (March 1994 to September 1994) and (September 1996
  to present);Farallon Resources Ltd., Director (December 1995 to present);
  Great Basin Gold Ltd., Director (March 1993 to present); Continental
  Minerals Corporation(formerly Misty Mountain Gold Limited), Director (June
  1994 to present); Northern Dynasty Minerals Ltd., Director (June 1996
  to present); Rockwell Ventures Inc., Director (November 2000 to present);
  and Taseko Mines Limited, Director (October 1992 to present).

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

Robert A. Dickinson is an economic geologist
  who serves as a member of management of several mineral exploration companies,
  primarily those for whom Hunter Dickinson 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 36 years. He is a director
  of Hunter Dickinson Inc. He is also President and Director of United Mineral
  Services Ltd., a private investment company.

Mr. Dickinson is, or was within the
  past years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (April 1993 to present), Chairman (April 2004 to
  present), Chairman (September 2000 to April 2004), President (September 1995
  to September 2000), Chief Financial Officer (September 1995 to September 1998)
  and Chief Executive Officer (September 1998 to September 2000); Anooraq Resources
  Corporation, Director (November 1990 to present), Chairman (April 2004 to
  present), Chairman (September 2000 to April 2004), President (September 1996
  to September 2000), Chief Financial Officer (September 1996 to February 1999)
  and Chief Executive Officer (February 1999 to September 2000); Farallon Resources
  Ltd., Director (July 1991 to present), Chairman (April 2004 to present),
  Chairman (September 2000 to April 2004) and Chief Executive Officer (December
  1995 to September 2000); Great Basin Gold Ltd., Director (May 1986 to
  present), Chairman (April 2004 to present), Chairman (September 2000 to April
  2004), President (May 1986 to September 2000), Chief Executive Officer (November
  1998 to September 2000), Chief Financial Officer (May 1986 to June 1998); Continental
  Minerals Corporation(formerly Misty Mountain Gold Limited), Director
  (November 1995 to February 2001), Chairman (September 2000 to February 2001),
  President (November 1995 to September 2000), Chief

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- 45 -

Financial Officer (June 1993 to June
  1998), Chief Executive Officer (June 1998 to September 2000); Northern Dynasty
  Minerals Ltd., Director (June 1994 to present), Chairman (April 2004 to
  present), Chairman (November 2001 to April 2004), Chief Executive Officer (May
  1997 to November 2001); Rockwell Ventures Inc., Chairman and Director
  (November 2000 to present); Taseko Mines Limited, Director (January 1991
  to present), Chairman (April 2004 to present), Chairman (September 2000 to April
  2004), President (January 1991 to September 2000), Chief Financial Officer (January
  1991 to November 1998), Chief Executive Officer (November 1998 to September
  2000), (including Chairman and Director of Gibraltar Mines Ltd. a private mining
  company, which is a wholly owned subsidiary of Taseko Mines Limited).

DAVID M.S. ELLIOTT, CA – Director

David Elliott has a strong and diverse
  background as a public accountant and corporate executive. He graduated from
  the University of British Columbia with a Bachelor of Commerce degree and acquired
  a Chartered Accountant designation in 1973 with KPMG LLP. 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 1995. In 1997, he joined Lantic Sugar in Toronto as Executive
  Vice President. He has 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 which was involved with food distribution
  as well as manufacturing and distribution of pet and animal feed. For the past
  2 years, he has been working with companies developing e-mail and data management
  services.

Mr. Elliott currently serves on the
  boards of the BC Cancer Foundation and the University of BC Alumni
  Association, and ofGreat Basin Gold Ltd., Taseko Mines Limited
  and Northern Dynasty Minerals Ltd.

WAYNE KIRK, LLB – Director

Wayne Kirk is an attorney and consultant.
  He holds an undergraduate degree in economics from the University of California,
  Berkeley, and a law degree from Harvard University. He was called to the bar
  in California in 1969. Mr. Kirk was an associate and partner in the San Francisco
  law firm of Thelen, Marrin, Johnson & Bridges from 1969 until 1992, specializing
  in corporate and mining law. He was Vice President, General Counsel and Corporate
  Secretary of Homestake Mining Company from 1992 until Barrick Gold
  Corporation's acquisition of Homestake in December 2001. Mr. Kirk was a
  director of Prime Resources Group Inc.(gold mining) (TSX; AMEX) from
  February 1996 until January 1999. From March 2002 until his retirement in July
  2004, he was special counsel to the New York/San Francisco law firm of Thelen
  Reid & Priest LLP.

Mr. Kirk currently serves on the boards
  of Great Basin Gold Ltd., Taseko Mines Limited and Northern
  Dynasty Minerals Ltd.

JEFFREY R. MASON, CA – Chief Financial Officer, Secretary and Director

Jeffrey R. Mason holds a Bachelor of
  Commerce degree from the University of British Columbia and obtained his Chartered
  Accountant designation while specializing in the mining, forestry and transportation
  sectors at the international accounting firm of Deloitte & Touche. Following
  comptrollership positions at an international commodity mercantilist and Homestake
  Mining Group of companies including responsibility for North American Metals
  Corp. and the Eskay

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- 46 -

Creek Project, Mr. Mason has spent the
  last several years as a corporate officer and director to a number of publicly-traded
  mineral exploration companies. Mr. Mason is also employed as Chief Financial
  Officer of Hunter Dickinson Inc. and his principal occupation is the financial
  administration of the public companies to which Hunter Dickinson Inc. provides
  services.

Mr. Mason is, or was within the past
  years, an officer and or director of the following public companies: Amarc
  Resources Ltd., Secretary and Director (September 1995 to present), Treasurer
  (September 1995 to September 1998) and Chief Financial Officer (September 1998
  to present); Anooraq Resources Corporation, Director (April 1996 to present),
  Treasurer (September 1996 to February 1999), Chief Financial Officer (February
  1999 to present), Secretary (September 1996 to present); Farallon Resources
  Ltd., Secretary (December 1995 to present), Chief Financial Officer (December
  1997 to present) and Director (August 1994 to present); Great Basin Gold
  Ltd., Director (February 1994 to present), Secretary (February 1994 to present),
  Chief Financial Officer (June 1998 to present), Treasurer (February 1994 to
  June 1998); Continental Minerals Corporation(formerly Misty Mountain
  Gold Limited), Secretary (November 1995 to present), Treasurer (November 1995
  to June 1998), Chief Financial Officer (June 1998 to present) and Director (June
  1994 to present); Northern Dynasty Minerals Ltd., Secretary (June 1996
  to present), Director (June 1996 to present), Chief Financial Officer (June
  1998 to present), Treasurer (May 1997 to June 1998); Rockwell Ventures Inc.,
  Chief Financial Officer and Director (November 2000 to present); Taseko Mines
  Limited, Secretary (March 1994 to present), Chief Financial Officer (November
  1998 to present), Director (March 1994 to present), and Treasurer (March 1994
  to November 1998), and (including Chief Financial Officer, Secretary and Director
  of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary
  of Taseko Mines Limited).

BRIAN MOUNTFORD, P. Eng, C Eng – Director

Brian Mountford is a UK-educated mining
  engineer with professional affiliations in Canada (P.Eng) and the UK (C Eng).
  Since emigrating to Canada in 1968, he has obtained a diverse experience in
  the mining industry. He has combined his mining expertise with the initiation
  and financing of new companies. He has been involved as a principal in the development
  of several exploration projects that were progressed through to commercial production.
  Typical examples are the Montana Tunnels Mine, where he was President of Centennial
  Minerals Ltd and the Britannia Mine (President of High River Gold).
  Others include Las Torres, Pinson, Preble and Gilt Edge. Mr. Mountford is also
  a General and Technical Reviewer for the Association of Professional Engineers
  of British Columbia. In this capacity he evaluates the work of other licensed
  engineers. During the last five years he has been, President and Director of
  Aldridge Resources Ltd (1995 to 2003) a publicly traded company.

WALTER T. SEGSWORTH, P.Eng. – Director

Walter T. Segsworth has been an active
  and respected member of the international mining industry for over 30 years.
  He has an excellent track record in employee safety, environmental excellence
  and turn around production situations. During Mr. Segsworth’s tenure as
  President, Chief Operating Officer and Director at Homestake Mining Company,
  the Company set a 125 year gold production record and its operating costs reached
  25 year lows. Mr. Segsworth is a past Director and Chairman of the Mining Associations
  of Canada and British Columbia, and was voted British Columbia Mining Industry
  Person of the Year in 1996. He is a member of the Canadian Institute of Mining,
  Metallurgy and Petroleum and until recently, was part of the Mining Curriculum
  Advisory Board of the Michigan Technological University, from which he earned
  his degree in Mining Engineering.

---

- 47 -

Mr. Segsworth is, or was within the
  past years, an officer and/or director of the following public companies: Cumberland
  Resources, Director (May 2002 to present), Expatriate Resources Ltd.,
  Director (February 2001 to present), Great Basin Gold Ltd. Director (January
  2003 to present); Homestake Mining Company, President, COO (April 1999
  to February 2002), Director (February 2001 to December 2001); Homestake Canada,
  Inc., President, CEO, and Director (April 1998 to April 1999); Newhawk
  Gold Mines Ltd., Director (April 1998 to September 1999); Novagold Resources
  Inc., Director (May 2002 to November 2002); Prime Resources Group Inc.,
  President, CEO and Director (April 1998 to December 1998); UEX Corporation,
  Director (March 2002 to Present);Westmin Resources Ltd., President,
  CEO and Director (May 1990 to January 1998), Anooraq Resources Corporation
  (2004).

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

Ronald W. 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 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 of Hunter Dickinson
  Inc.

Mr. Thiessen is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present), President and Chief
  Executive Officer (September 2000 to present); Anooraq Resources Corporation,
  Director (April 1996 to present), President and Chief Executive Officer (September
  2000 to present); Farallon Resources Ltd., Director (August 1994 to present),
  President and Chief Executive Officer (September 2000 to September 2004), Co-Chairman
  (September 2004 to present); Great Basin Gold Ltd., Director (October
  1993 to present), President and Chief Executive Officer (September 2000 to present);
  Continental Minerals Corporation(formerly Misty Mountain Gold Limited),
  Director (November 1995 to present), President and Chief Executive Officer (September
  2000 to present); Northern Dynasty Minerals Ltd., President and Chief
  Executive Officer (November 2001 to present), Director (November 1995 to present);
  Rockwell Ventures Inc., President and Chief Executive Officer (November
  2000 to present); Taseko Mines Limited, Director (October 1993 to present),
  President and Chief Executive Officer (September 2000 to present), (including
  Director of Gibraltar Mines Ltd., a private mining company, which is a wholly
  owned subsidiary of Taseko Mines Limited.); Casamiro Resource Corp.,
  President and Director (February 1990 to August 2002).

IAN WATSON – Director

Ian Watson is a financier with a background
  in mining finance and investment banking. His principal occupation is Chairman
  and Managing Director of Galahad Gold plc. Galahad is quoted on the AIM Market
  of the London Stock Exchange and is the largest single shareholder in Northern
  Dynasty Minerals Ltd. Previously, he was a consultant to American Barrick, now
  Barrick Gold Corporation and was one of the founders of Centennial Minerals
  Ltd. and was its Chairman until 1985. Three years after it started, Centennial's
  success was reflected in a friendly, recommended take-over by Pegasus Gold Corporation.

Mr. Watson is, or has been within the
  past 5 years an officer and or a director of the following companies: Shambhala
  Gold Limited, Shambhala Gold Corp., Advisie NV, Northern Dynasty Minerals Ltd.,
  Institute of Noetic Sciences, Global Light Telecommunications Inc.,

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- 48 -

**Global Thyme Inc., GST Mextel,
  Inc., Un Limited, Brightstar Limited, Eclipse Limited, Bestel, S.A. de C.V,
  Bestel USA Inc., Highpoint Telecommunications Inc., Pilot Limited, Thyme Limited,
  Global Fibernet NV, Vitacom Corporation, Datamax Telemanagment Corporation,
  Highpoint Carrier Services Inc., Highpoint International Telecommunications
  Inc., Highpoint Carrier Services Europe Limited, Peach Technologies (Europe)
  Limited, Aduronet Transport Limited, Highpoint Telecommunications Europe Limited,
  Kast Telecom Europe BV, Forgiveness Project Inc., NeTrue Communications Inc.,
  Vine Telecom Limited, Axxon Holding Company BV, Kast Telecom Europe SA, Axxon
  Telecom BV, NACT Telecommunications Inc.**

B.Compensation

Ronald W. Thiessen, President and Chief Executive Officer,
  and Jeffrey R. Mason, Chief Financial Officer and Secretary, and Brian Mountford
  are “Named Executive Officers” of Northern Dynasty for the purposes
  of the following disclosure.

The compensation paid (or accrued) to each of the Named Executive
  Officers during Northern Dynasty’s three most recently completed financial
  years is as set out below:

|Name and Principal Position                                                                   | Year                           | Annual Compensation                       | Long Term Compensation                     | All Other Compen- sation ($)                   
|--------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------------------------- | ------------------------------------------ | -----------------------------------------------
|Awards                                                                                        | Payouts                       
|Salary ($)                                                                                    | Bonus ($)                      | Other  Annual  Compen- 
      sation  ($) | Securities Under Options/ SARs Granted (#) | Restricted Shares or Restricted Share Units ($)
|Ronald W. Thiessen(1)  
      President, Chief  
      Executive Officer and  
      Director | 2004  
      2003  
      2002 | 69,284
      74,160
      42,533          | 0 
      0 
      0                        | 0 
      0 
      0                            
|Jeffrey R. Mason  
      Chief Financial Officer,  
      Secretary and Director              | 2004  
      2003  
      2002 | 51,945
      55,950
      29,906          | 0 
      0 
      0                        | 0 
      0 
      0                            
|Brian Mountford  
      Director                                                              | 2004  
      2003  
      2002 | 270,000(1)
      16,500
      0           | 0 
      0 
      0                        | 0 
      0 
      0                            

|Notes: |                                                                                  
|------ | ---------------------------------------------------------------------------------
|1.     | Certain of these amounts were paid to Mr. Mountford
        via Galahad Gold plc.

LONG-TERM INCENTIVE PLANS AWARDS

Long term incentive plan awards (“LTIP”) means
  “a plan providing compensation intended to motivate performance over a
  period greater than one financial year whether performance is measured by reference
  to financial performance of the Company or an affiliate, or the price of the
  Company’s Shares. The Company did not award any LTIPs to any Named Executive
  Officer during the most recently completed financial year.

---

- 49 -

Share Options

The Company has in place a stock option plan dated for reference
  June 23, 2004 (the “Plan”). The Plan has been established to provide
  incentive to qualified parties to increase their proprietary interest in the
  Company and thereby encourage their continuing association with the Company.
  The Plan is administered by the directors of the Company. The Plan provides
  that options will be issued to directors, officers, employees or consultants
  of the Company or a subsidiary of the Company. All options expire on a date
  not later than five years after the date of grant of such option.

The share options were granted to the Named Executive Officers
  during the financial year ended December 31, 2004 were as follows:

|                   |                  |                    |                  | Market Value of      |                  
|------------------ | ---------------- | ------------------ | ---------------- | -------------------- | -----------------
|                   |                  | % of Total Options |                  | Securities           |                  
|                   | Securities Under | Granted to         | Exercise or Base | Underlying Options   |                  
|                   | Options Granted  | Employees in       | Price            | on the Date of Grant |                  
|Name               | (#)              | Financial Year     | ($/Security)     | ($/Security)         | Expiration Date  
|Ronald W. Thiessen | 115,000          | 5.0%               | $5.00            | $5.00                | November 30, 2006
|Jeffrey R. Mason   | 115,000          | 5.0%               | $5.00            | $5.00                | November 30, 2006
|Brian Mountford    | 200,000          | 8.7%               | $5.00            | $5.00                | November 30, 2006

The share options exercised by the Named Executive Officers
  during the financial year ended December 31, 2004 and the values of such options
  at the end of such year were as follows:

|                   |                        |                 |                        | Value of Unexercised
|------------------ | ---------------------- | --------------- | ---------------------- | --------------------
|                   |                        |                 | Unexercised Options at | in-the-Money Options
|                   |                        |                 | FY-End                 | at FY-End           
|                   | Securities Acquired on | Aggregate Value | (#)                    | ($)                 
|                   | Exercise               | Realized        | Exercisable/           | Exercisable/        
|Name               | (#)                    | ($)             | Unexercisable          | Unexercisable       
|                   |                        |                 |                        |                     
|Ronald W. Thiessen | Nil                    | N/A             | 56,666 / 143,334       | 46,466 / 117,534    
|                   |                        |                 |                        |                     
|Jeffrey R. Mason   | Nil                    | N/A             | 56,666 / 143,334       | 46,466 / 117,534    
|                   |                        |                 |                        |                     
|Brian Mountford    | Nil                    | N/A             | 228,333 / 214,167      | 465,483 / 314,742   

No share options were repriced on behalf of the Named Executive
  Officers during the financial year ended December 31, 2004.

Defined Benefit or Actuarial Plans

There are no defined benefit or actuarial plans in place.

Termination of Employment, Change in Responsibilities and
  Employment Contracts

There are no compensatory plans or arrangements with respect
  to the Named Executive Officers resulting from the resignation, retirement or
  any other termination of employment of the officer’s employment or from
  a change of the Named Executive Officer’s responsibilities following a
  change in control.

---

- 50 -

Compensation of Directors

There were no arrangements, standard or otherwise, pursuant
  to which directors were compensated by Northern Dynasty for their services in
  their capacity as directors, or for committee participation, involvement in
  special assignments of for services as consultants or experts during the most
  recently completed financial year or subsequently, up to and including the date
  hereof. See also Item 7 regarding the potential value of the retained carried
  interest in the Pebble Property which, although it is not compensation, will
  benefit to the families of certain directors. Subsequent to year end Northern
  Dynasty resolved to compensate each independent director with a $35,000
  annual retainer with $3000-5000 additional for committee chairmen.

Securities Held By Insiders

As of March 15, 2005 the directors and officers of Northern
  Dynasty and their affiliates held as a group, directly and indirectly, own or
  control an aggregate of 1,306,584 common shares 2.6% of outstanding common shares).
  Insiders also held 2,143,647 options to acquire additional common shares. To
  the knowledge of the directors and executive officers of the Company, at March
  15, 2005, only the following persons or corporations beneficially own, directly
  or indirectly or exercised control or direction over, Shares carrying more than
  10% of the voting rights attached to all outstanding Shares of the Company:

|Shareholder Name                       | Number of Shares Held | Percentage of Issued Shares
|-------------------------------------- | --------------------- | ---------------------------
|                                       |                       |                            
|Shambhala Gold Limited, a wholly owned | 16,254,695            | 33.0                       
|subsidiary of Galahad Gold plc (1)     |                       |                            

|Notes: | 1. | Certain of these shares are held by associates of
        Shambhala, Galahad Gold plc, Ludgate 341 Limited, and Ludgate 347 Limited
|------ | -- | -----------------------------------------------------------------------------------------------------------------------------------

Shambhala Gold Limited and Galahad Gold plc, at March 15, 2005,
  also held 1,610,180 warrants each exercisable to purchase one additional common
  share.

Galahad Gold plc was also a subscriber to 1,176,500 units in
  a private placement in the Company that closed after March 15, 2005, which are
  not included in the above tables. Each unit consisted of one common share and
  one warrant exerciseable at $5.00.

The above information was supplied to the Company by www.sedi.ca.

C.               Board
  Practices

All directors were re-elected at the June 2004 annual general
  meeting and have a term of office expiring at the next annual general meeting
  of Northern Dynasty scheduled for June 2005. All officers have a term of office
  lasting until their removal or replacement by the Board of Directors.

There were no arrangements, standard or otherwise, pursuant
  to which directors were compensated by the Company or its subsidiaries for their
  services in their capacity as directors, or for committee participation, involvement
  in special assignments of for services as consultants or experts during the
  most recently completed financial year or subsequently, up to and including
  the date hereof. During the most recently completed fiscal year, $112,000
  were paid or accrued to a private company controlled by Brian Mountford for
  engineering and project management services provided by him, and $158,000
  was paid to Galahad Gold plc in respect of Mr. Mountford's services, which payments
  are believed to reflect market rates.

During the fiscal year, 1,290,000 incentive options (115,000
  to each of six directors and 100,000 to each of four directors and 200,000 to
  one director) to purchase shares were granted to the directors at an average
  exercise price of $5.00 per share. The options expire in November 2006.
  The options were

---

- 51 -

issued pursuant to the Company’s Share Option Plan.
  The Share Option Plan was approved by disinterested shareholders at the Company’s
  annual general meeting held in June 2004.

Commencing January 1, 2004, each director of the Company was
  paid an annual director’s fee of $2,400 ($600 paid quarterly)
  and an additional fee of $600 for each directors' meeting attended. Each
  director who is a member of a committee receives $2,400 ($600 paid quarterly)
  for each committee of which he or she is a member, and a further fee of $600
  for each committee meeting attended. Commencing January 1, 2005, the compensation
  was amended for independent directors, who now receive $35,000 per annum
  ($8,750 paid quarterly). Each director who is a chairman of a committee
  receives an additional $3,000 to $5,000 (depending on the committee)
  per annum. No attendance fees shall be paid.

D.               Employees

At March 15, 2005, Northern Dynasty had no direct full-time
  employees, but rather it ordinarily contracts staff from Hunter Dickinson Inc.
  and with Alaskan-based employment agencies on an as-needed basis. Northern Dynasty’s
  functions are primarily administered through Hunter Dickinson Inc. (see Item
  7).

E.               Share
  Ownership - Stock Options

As at March 15, 2005, an aggregate of 4,006,300 shares have
  been reserved for issuance pursuant to the following director, executive officer
  and service provider stock options:

(a)              Incentive
  Options

|                       |                  |                | Date               | Expiry            
|---------------------- | ---------------- | -------------- | ------------------ | ------------------
|Option holder Status   | Number of Shares | Exercise Price | of Grant           | Date              
|                       |                  |                |                    |                   
|Directors and Officers | 257,500          | $2.35          | August 14, 2004    | July 29, 2005     
|of Northern Dynasty    | 595,000          | $5.00          | October 30, 2003   | November 30, 2005 
|                       | 400,000          | $5.00          | June 29, 2004      | November 30, 2006 
|                       | 790,000          | $5.00          | September 27, 2004 | November 30, 2006 
|                       | 100,000          | $5.00          | September 20, 2004 | November 30, 2006 
|                       |                  |                |                    |                   
|                       | 2,100,000        |                |                    |                   
|                       |                  |                |                    |                   
|Employees and          | 5,000            | $0.75          | May 8, 2003        | May 9, 2005       
|Consultants            | 50,000           | $0.94          | July 8, 2003       | July 29, 2005     
|                       | 7,500            | $2.30          | September 18, 2003 | September 19, 2005
|                       | 776,300          | $5.00          | October 30, 2003   | November 30, 2005 
|                       | 38,000           | $5.05          | December 4, 2003   | November 30, 2005 
|                       | 852,000          | $5.00          | June 29, 2004      | November 30, 2006 
|                       | 350,000          | $5.00          | September 27, 2004 | November 30, 2006 
|                       |                  |                |                    |                   
|                       | 2,078,800        |                |                    |                   
|                       | 4,006,300        |                |                    |                   

In fiscal 2004, 309,249 options were exercised with proceeds
  of $323,045 at an average price of $1.04 per share. In fiscal 2005 to
  March 15, 2005, 193,534 options were exercised, at an average price of $2.34,
  with proceeds of $453,835.

---

- 52 -

(b)              Share
  Incentive Plan

In order to provide incentive to directors, officers, employees,
  management and others who provide services to the Company to act in the best
  interests of the Company, in particular during the expanded feasibility, development
  and potential production phases, management of the Company proposed at its 2004
  Annual and Extraordinary General Meeting, held June 23, 2004 that shareholders
  approve a resolution to amend and restate the existing share option plan as
  the "2004 Plan". The "2004 Plan" was approved by shareholders at the Company’s
  annual general meeting held on June 18, 2003. Under the share option plan (the
  “2003 Plan”), a total of 7,000,000 shares of the Company were reserved
  for share incentive options to be granted at the discretion of the Company’s
  board of directors to eligible optionees (the "Optionees"). As at March 15,
  2004, from the total of 7,000,000 under the 2004 Plan, 1,851,033 had been exercised,
  4,006,300 were outstanding, leaving 1,142,667 available to grant under the 2004
  Plan.

Eligible Optionees

Under the policies of the TSX-V, to be eligible for the issuance
  of a stock option under the Plan an Optionee must either be a director, officer,
  employee, consultant or an employee of a company providing management or other
  services to the Company or to a subsidiary at the time the option is granted.

Options may be granted only to an individual or to a company
  that is wholly-owned by individuals eligible for an option grant. If the option
  is granted to a non-individual, the company must provide the TSX-V with an undertaking
  that it will not permit any transfer of its securities, nor issue further securities,
  to any other individual or entity as long as the incentive stock option remains
  in effect without the consent of the TSX-V.

Material Terms of the Plan

The following is a summary of the material terms of the Plan:

|(a) | all options granted under the Plan are non-assignable,
        non-transferrable and, while the Company is a Tier 2 issuer, can be for
        a period of up to 5 years;                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | upon the Company obtaining Tier 1 status the options
        can be for a period of up to 10 years;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c) | for stock options granted to employees or service
        providers (inclusive of management company employees), the Company must
        ensure that the proposed Optionee is a bona fide employee or service provider
        (inclusive of a management company employee), as the case may be, of the
        Company or of any of its subsidiaries;                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | if an Optionee ceases to be employed by the Company
        (other than as a result of termination with cause) or ceases to act as
        a director or officer of the Company or a subsidiary of the Company, any
        option held by such Optionee may be exercised within 90 days after the
        date such Optionee ceases to be employed as an officer or director or,
        as the case may be, or within 30 days if the Optionee is engaged in investor
        relations activities and ceases to be employed to provide investor relations
        activities;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | the minimum exercise price of an option granted under
        the Plan must not be less than the Discounted Market Price (as defined
        in the policies of TSX-V); and                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(f) | no Optionee can be granted an option or options to
        purchase more than 5% of the outstanding listed shares of the Company
        in a one year period.                                                                                                                                                                                                                                                                                                                                                                                                                 

As required by the policies of the TSX Venture Exchange, Northern
  Dynasty obtained "disinterested" shareholders' approval because of the Plan.
  Disinterested approval means the approval by shareholders

---

- 53 -

excluding the votes of any shareholder who is a member of
  management and could benefit from the Plan. The disinterested approval was required
  because:

|(i)   | the number of options granted to Insiders of the
        Company may exceed 10% of the Company’s outstanding listed shares;
        or                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                     
|(ii)  | the aggregate number of options granted to Insiders
        of the Company within a one year period may exceed 10% of the Company’s
        outstanding listed shares; or           
|      |                                                                                                                                                                                     
|(iii) | the number of options granted to any one Insider
        and such Insider’s associates within a one year period may exceed
        5% of the Company’s outstanding listed shares; or
|      |                                                                                                                                                                                     
|(iv)  | the Company may decrease the exercise price of options
        previously granted to Insiders.                                                                                      



---

- 54 -

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.               Major
  Shareholders

Northern Dynasty’s securities are recorded on the books
  of its transfer agent (Computershare Trust Company of Canada, 510 Burrard Street,
  Vancouver, B.C. V6C 3B9 (604) 661-0215) in registered form, however, the majority
  of such shares are registered in the name of intermediaries such as brokerage
  houses and clearing houses (on behalf of their respective brokerage clients).
  Northern Dynasty does not have knowledge or access to the identities of the
  beneficial owners of such shares registered through intermediaries. Based on
  information provided pursuant to Northern Dynasty’s search of intermediaries,
  as of March 15, 2005, shares registered in intermediaries were assumed to be
  held by residents of the same country in which the clearing house was located.
  To the best of its knowledge, Northern Dynasty is not directly or indirectly
  owned or controlled by a corporation or foreign government. For information
  on the holdings of insiders see Item 6B.

As of March 31, 2005:

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 130                    | 34,307,098       | 69.6 %             
|United States | 156                    | 5,475,935        | 11.1 %             
|Other         | 30                     | 9,533,132        | 19.3 %             
|              | 316                    | 49,316,165       |                    

As of March 15, 2005, the only registered holders of 5% or
  more of the current issued and outstanding common shares of Northern Dynasty
  are:

| | • | Galahad Gold plc and its wholly owned subsidiary,
        Shambhala Gold Limited 16,254,695 common shares plus warrants to purchase
        an additional 1,610,180 common shares), and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                        
| | • | brokerage clearinghouses.                                                                                                                                                              

The shareholdings of the individual directors are listed in
  Item 6A. The voting rights of the major shareholders do not differ from the
  voting rights of other Northern Dynasty shareholders.

Under the British Columbia Securities Actinsiders
  (generally officers, directors, holders of 10% or more of Northern Dynasty's
  shares) are required to file insider reports of changes in their ownership in
  the first 10 days of the month following a trade in Northern Dynasty's securities.
  Copies of such reports are available for public inspection at the offices of
  the British Columbia Securities Commission, 9th Floor, 701 West Georgia Street,
  Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at the British
  Columbia Securities Commission web site (www.bcsc.bc.ca). Commencing in June
  2003 in British Columbia all insider reports must be filed electronically 10
  days following the date of the trade. The public is able to access these reports
  at www.sedi.ca.

B.               Related
  Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Northern Dynasty or its predecessors during the year ended December 31, 2004
  or in any pending transaction except as follows:

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- 55 -

(a)              Management
  Contracts

The Company does not have full-time management or employees
  as these services are provided to the Company by Hunter Dickinson Inc. (“HDI”)
  pursuant to a geological, corporate development, administrative and management
  services agreement dated for reference December 31, 1996. HDI is a private company
  owned equally by nine publicly traded exploration companies (one of which is
  the Company) and is managed by persons, the majority of whom are also directors
  of the Company. HDI is one of the largest independent mining exploration groups
  in North America and as of December 31, 2004, employed or retained on a substantially
  full-time basis, 20 geoscientists, including six with advanced degrees (four
  Ph.D.’s and two M.Sc.’s), eight professional geologists, and four
  professional engineers (PEng.); three engineers (two mining engineers and one
  civil engineer, all with professional engineer designations); one biologist
  (MSc.), eight accountants (including four Chartered Accountants, one CMA and
  one CGA) and fifteen administrative and support personnel. It has supervised
  mineral exploration projects in Canada (British Columbia, Manitoba, Ontario,
  Québec, Yukon and Northwest Territories) and internationally in Brazil,
  Nevada, Mexico and South Africa. HDI allocates the cost of staff input into
  projects such as the Pebble project based on the time records of involved personnel.
  Costs of such personnel and third party contractors are billed to the participating
  public companies on a full cost recovery basis (inclusive of HDI staff costs
  and overhead) for amounts which are considered by the Company management to
  be at a cost that is competitive with arm’s-length suppliers. The shares
  of HDI are owned by each of the participating public corporations (including
  the Company) for as long as HDI’s services are being retained by such
  participating company, however a participant surrenders its single share of
  HDI at the time of termination of the standard form of services agreement. The
  agreement can be cancelled on 30 days’ notice. The amounts billed by HDI
  for its services rendered and reimbursement of expenses were approximately $2,002,148
  in 2004 (2003 - $1,257,404).

(b)              Pebble
  Property Options Assignment

By Assignment Agreement dated October 29, 2001 between Hunter
  Dickinson Group Inc.(“HDGI”) and Northern Dynasty respecting the
  Pebble Property Option (see Item 4A and Item 19 - Exhibits). Northern Dynasty
  was assigned 80% of HDGI’s interests in the Teck Cominco Options in respect
  of the Pebble Property. HDGI is a private company which seeks to source and
  secure rights to mineral prospect opportunities for its own account and for
  purposes of involving public companies by way of option, joint venture or assignment
  of all or a part of HDGI’s rights. HDGI has assigned prospect interests
  to both arm’s length and non-arm’s length companies. HDGI will generally
  risk its own funds on preliminary exploration costs before assigning its interest
  in a prospect on terms negotiated with the transferee company. Such assignments
  generally require the acceptance by the relevant regulatory authorities and
  in some cases the shareholders of the public company (by approval of a majority
  of the disinterested shareholders of the transferee. The directors of HDGI and
  its shareholders include Messrs. R.A. Dickinson, R.W. Thiessen, J.R. Mason,
  D.J. Copeland, S.D. Cousens, D.S. Jennings, each of whom is a director of Northern
  Dynasty, except D.S. Jennings. HDGI is the corporate trustee of six family trusts
  to which such named directors and their family members are beneficiaries. Northern
  Dynasty received disinterested shareholder approval for the Assignment Agreement
  at its June 28, 2002 annual shareholders meeting.

---

- 56 -

(c)              Participation
  in Private Placements

To the knowledge of management of the Company, no insider
  or nominee for election as a director of the Company had any interest in any
  material transaction during the year ended December 31, 2004, or has any interest
  in any material transaction in the current year other than as set out herein.

During the year ended December 31, 2004, directors and officers
  of the Company (including companies owned or controlled by such person) participated
  in the following private placements as follows:

|Date of     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Directors and officer                                                                                                                                      
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|placement   | Description of placement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | participation                                                                                                                                              
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|March 2004  | In March 2004, the Company completed a private
      placement by issuing 2,750,000 units at $8.00 each. Each unit was comprised
      of a common share and one half warrant. Each whole warrant entitled the
      holder to purchase one common share at a price of $9.00 until March
      16, 2005.                                                                                                                                                                                                                                                               | Shambhala Gold Limited, a wholly owned
      subsidiary of Galahad Gold plc, of which Ian Watson, is Chairman and Managing
      Director – 1,375,000 units
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|            | On July 16, 2004, the Company enacted, pursuant
      to approval from the TSX Venture Exchange, a reduction in the exercise price
      for 821,875 of these warrants to $4.65 each with a 30-day accelerated
      expiry provision, at the option of the Company, in the event the closing
      price of the Company's common shares on the TSX Venture Exchange is at least
      $4.65 for any 10 consecutive trading days. Such notice was issued on
      October 14, 2004 and all 821,875 of these warrants were exercised within
      the allotted 30 days. |                                                                                                                                                            
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|August 2004 | In August 2004, the Company completed a private
      placement consisting of 2,816,902 units at a price of $3.55 per unit.
      Each unit was comprised of one common share and one warrant exercisable
      to purchase one additional common share at a price of $4.15 until August
      5, 2005. The common shares in the units and the shares issuable on exercise
      of the warrants are subject to a four- month hold period expiring December
      5, 2005.                                                                                             | Brian Mountford – 62,500 units
      Robert Dickinson – 40,647 units
      Jeffrey R. Mason – 18,000 units                                                 

(d)              Directors
  and Officers

Directors and officers of Northern Dynasty may from time to
  time serve as directors of and have an interest, either directly or indirectly,
  in other companies involved in natural resource exploration and development.
  As a result, a director of Northern Dynasty may be presented, from time to time,
  with

---

- 57 -

situations, which give rise to an apparent conflict of interest.
  On any conflict situation, a director may abstain from voting on resolutions
  of the Board of Directors that evoke such conflict in order to have the matter
  resolved by an independent Board, or the situation may be presented to the shareholders
  of Northern Dynasty for ratification. In any event, the directors of Northern
  Dynasty must, in accordance with the corporate law and common law of British
  Columbia, act honestly and in good faith and in the best interests of Northern
  Dynasty, and must exercise the care, diligence and skill of a reasonably prudent
  person in dealing with the affairs of Northern Dynasty.

(e)See
  also, Item 6B - Compensation of Directors regarding cash compensation and Item
  6E re Options.

C.               Interests
  of Experts and Counsel

Not applicable.

---

- 58 -

ITEM 8 FINANCIAL INFORMATION

A.               Statements
  and Other Financial Information

See “Item 17 Financial Statements” and pages 2
  to 4.

Legal Proceedings

Northern Dynasty is not involved in any litigation or legal
  proceedings and to Northern Dynasty’s knowledge, no material legal proceedings
  involving Northern Dynasty are to be initiated against Northern Dynasty.

Dividend Policy

Northern Dynasty has not paid any dividends on its outstanding
  common shares since its incorporation and does not anticipate that it will do
  so in the foreseeable future. All funds of Northern Dynasty are being retained
  for exploration of its Projects.

B.               Significant
  Changes

There have been no significant changes to the business of
  Northern Dynasty since December 31, 2004 except for completion of the $30.8
  million financing and the exercise of the Teck Cominco and HDGI options described
  elsewhere herein.

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- 59 -

ITEM 9 THE OFFER AND LISTING

A.               Offer
  and Listing Details

Trading Markets

|                                        | TSX VENTURE:              |      |  | OTCBB and AMEX:                   
|--------------------------------------- | ------------------------- | ---- |  | ----------------------------------
|                                        | NDM - Trading in Canadian |      |  | Trading in United States          
|                                        | Dollars                   |      |  | Dollar                            
|                                        | High                      | Low  |  |                                   
|                                        | ($)                       | ($)  |  |                                   
|Annual                                  |                           |      |  | Annual                            
|2005 (to March 15, 2004)                | 7.00                      | 4.20 |  | 2005 (to March 15, 2005)          
|2004                                    | 11.54                     | 3.90 |  | 2004                              
|2003                                    | 7.35                      | 0.55 |  | 2003                              
|2002                                    | 1.44                      | 0.42 |  | 2002 (from July 29, 2002)         
|2001                                    | 0.79                      | 0.32 |  |                                   
|2000                                    | 0.66                      | 0.40 |  |                                   
|1999                                    | 0.57                      | 0.32 |  |                                   
|1998                                    | 0.75                      | 0.37 |  |                                   
|1997                                    | 1.95                      | 1.00 |  |                                   
|1996                                    | 2.00                      | 1.02 |  |                                   
|By Quarter                              |                           |      |  | By Quarter                        
|Calendar 2000                           |                           |      |  |                                   
|First Quarter                           | 0.66                      | 0.48 |  |                                   
|Second Quarter                          | 0.42                      | 0.40 |  |                                   
|Third Quarter                           | 0.50                      | 0.41 |  |                                   
|Fourth Quarter                          | 0.51                      | 0.40 |  |                                   
|Calendar 2001                           |                           |      |  |                                   
|First Quarter                           | 0.46                      | 0.32 |  |                                   
|Second Quarter                          | 0.49                      | 0.36 |  |                                   
|Third Quarter                           | 0.55                      | 0.35 |  |                                   
|Fourth Quarter                          | 0.79                      | 0.38 |  |                                   
|Calendar 2002                           |                           |      |  | Calendar 2002                     
|First Quarter                           | 1.20                      | 0.43 |  |                                   
|Second Quarter                          | 1.44                      | 0.95 |  |                                   
|Third Quarter                           | 1.24                      | 0.54 |  | Third Quarter (from July 20, 2002)
|Fourth Quarter                          | 0.74                      | 0.42 |  | Fourth Quarter                    
|Calendar 2003                           |                           |      |  | Calendar 2003                     
|First Quarter                           | 0.90                      | 0.55 |  | First Quarter                     
|Second Quarter                          | 1.28                      | 0.65 |  | Second Quarter                    
|Third Quarter                           | 3.25                      | 1.15 |  | Third Quarter                     
|Fourth Quarter                          | 7.35                      | 2.95 |  | Fourth Quarter                    
|                                        |                           |      |  |                                   
|Calendar 2004                           |                           |      |  | Calendar 2004                     
|First Quarter                           | 11.54                     | 5.62 |  | First Quarter                     
|Second Quarter                          | 7.80                      | 4.13 |  | Second Quarter                    
|Third Quarter                           | 5.85                      | 3.90 |  | Third Quarter                     
|Fourth Quarter                          | 7.35                      | 5.25 |  | Fourth Quarter                    
|                                        |                           |      |  |                                   
|Calendar 2005                           |                           |      |  | Calendar 2005                     
|First Quarter (to March
      15, 2005) | 7.00                      | 4.20 |  | First Quarter (to March 15, 2005) 

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|Monthly                              |      |      |  | Monthly                        |      |     
|------------------------------------ | ---- | ---- |  | ------------------------------ | ---- | ----
|March 2005 (to March 15,
      2005) | 7.00 | 4.80 |  | March 2005 (to March 15, 2005) | 6.24 | 3.93
|February 2005                        | 5.30 | 4.29 |  | February 2005                  | 4.29 | 3.45
|January 2005                         | 5.70 | 4.20 |  | January 2005                   | 4.82 | 3.25
|December 2004                        | 6.60 | 5.25 |  | December 2004                  | 5.60 | 4.31
|November 2004                        | 7.35 | 5.87 |  | November 2004                  | 6.10 | 5.01
|October 2004                         | 7.34 | 5.66 |  | October 2004                   | 5.98 | 4.40
|September 2004                       | 5.66 | 4.60 |  | September 2004                 | 4.50 | 3.59
|August 2004                          | 5.85 | 4.35 |  | August 2004                    | 4.45 | 3.30

Northern Dynasty share trading information is also available
  through free internet search services (for example, see Yahoo.com, enter NDM.V
  and NAK).

B.               Plan
  of Distribution

Not applicable.

C.               Markets

The shares of Northern Dynasty have traded in Canada on the
  TSX Venture Exchange (successor Exchange to the Canadian Venture and Vancouver
  Stock Exchanges) since 1994, (symbol-NDM at Yahoo NDM.V)

From July 20, 2002 to November 3, 2004, Northern Dynasty’s
  shares traded in the United States on the OTC Bulletin Board. Northern Dynasty
  commenced trading on the American Stock Exchange on November 4, 2004 under the
  symbol NAK.

D.               Selling
  Shareholders

Not applicable.

E.               Dilution

Not applicable.

F.               Expenses
  of the Issue

Not applicable.

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ITEM 10 ADDITIONAL INFORMATION

A.               Share
  Capital

Not required in an Annual Report.

B.               Memorandum
  and Articles of Association

Northern Dynasty’s corporate constituting documents
  comprising Articles of Association and Memorandum are registered with the British
  Columbia Registrar of Companies under Corporation No. 262963. A copy of the
  Articles of Association and Memorandum are filed with the initial registration
  statement on Form 20-F as an exhibit. (See Item 19.)

Objects and Purposes

Northern Dynasty’s Memorandum of Incorporation and Articles
  of Association (“Articles”) do not specify objects or purposes.
  Under British Columbia corporate law (the British Columbia Corporations Act
  or its predecessor the British Columbia Company Act, a British Columbia
  corporation generally has all the legal powers of a natural person. British
  Columbia corporations may not undertake certain limited business activities
  such as operating as a trust company or railroad without alterations to its
  form of articles and specific government consent.

Directors - Powers and Limitations

Northern Dynasty’s Articles do not specify a maximum
  number of directors (the minimum under British Columbia law for a public company
  is three). The number of directors is fixed, annually, by shareholders at the
  annual Shareholders meeting and all directors are elected at that time - there
  are no staggered directorships. Under the BCCA, directors are obligated to abstain
  from voting on matters in which they may be financially interested after disclosing
  in writing such interest. Directors’ compensation is not a matter on which
  they must abstain. Directors must be of the age of majority (18), and meet eligibility
  criteria including being mentally competent, not an undischarged bankrupt, no
  fraud related convictions in the previous five years and a majority of directors
  must be ordinarily resident in Canada. There is no mandatory retirement age
  either under Northern Dynasty’s Articles or under the BCCA.

Directors’ borrowing powers are not generally restricted
  where the borrowing is in Northern Dynasty’s best interests, but the directors
  may not authorize Northern Dynasty to provide financial assistance for any reason
  where Northern Dynasty is insolvent or the providing of the guarantee would
  render it insolvent. Directors need not own any shares of Northern Dynasty in
  order to qualify as directors.

The Articles specify that the number of directors shall be
  the number of directors fixed by shareholders annually or the number which are
  actually elected at a general shareholders meeting. The number of directors
  is determined by shareholders at the annual Shareholders meeting and all directors
  are elected at that time. Under the Articles, the directors are entitled between
  successive annual general meetings to appoint one or more additional directors
  but not more than one-third of the number of directors fixed at a shareholders
  or actually elected at the preceding annual shareholders’ meeting. Directors
  automatically retire at the commencement of each annual meeting but may be re-elected
  at such meeting.

Under the Articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Northern Dynasty,
  or who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director, shall

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- 62 -

declare in writing the nature and extent of such interest
  in such contract or transaction. A director shall not vote in respect of any
  such contract or transaction if the company in which he is interested and if
  he should vote his vote shall not be counted but shall be counted in the quorum
  present at the meeting. Similarly, under the BCCA directors are obligated to
  abstain from voting on matters in which they may be financially interested after
  fully disclosing such interest. Directors must abstain from voting in such circumstances
  both under the Articles and under the BCCA.

Changes to Rights of Common Shareholders

Changes to the Articles and memorandum of Northern Dynasty
  require a shareholders’ “special resolution” being a resolution
  passed by not less than 75% of the shares voted in person or by proxy at a duly
  convened shareholders meeting. Some organic corporate changes including amalgamation
  with another company, sale of substantially all of Northern Dynasty’s
  assets, redomiciling out of the jurisdiction of British Columbia, creation of
  new classes of shares not only require such 75% approval but generally also
  give rise to a dissent right which is the right to be paid the fair value of
  the stockholder’s shares in cash if the required special resolution is
  actually passed and Northern Dynasty elects to proceed with the matter notwithstanding
  receipt of dissent notices. A notice of a shareholders meeting at which such
  an organic change action is intended to be considered must include a prominent
  notice of the dissent right. Dissent provisions are governed by the BCCA and
  not by the Articles of Northern Dynasty.

Shareholders Meetings

Shareholders meetings are governed by the Articles of Northern
  Dynasty but many important shareholder protections are also contained in the
  Securities Act (British Columbia) and the BCCA. The Articles provide
  that Northern Dynasty will hold an annual shareholders’ meeting, will
  provide at least 21 days’ notice and will provide for certain procedural
  matters and rules of order with respect to conduct of the meeting. The Securities
  Act (British Columbia) and the BCCA superimpose requirements that generally
  provide that shareholders meetings require not less than a 60 day notice period
  from initial public notice and that Northern Dynasty makes a thorough advanced
  search of intermediary and brokerage registered shareholdings to facilitate
  communication with beneficial shareholders so that meeting proxy and information
  materials can be sent via the brokerages to unregistered but beneficial shareholders,
  The form and content of information circulars and proxies and like matters are
  governed by the Securities Act and the BCCA. This legislation specifies
  the disclosure requirements for the proxy materials and various corporate actions,
  background information on the nominees for election for director, executive
  compensation paid in the previous year and full details of any unusual matters
  or related party transactions. Northern Dynasty must hold an annual shareholders
  meeting open to all shareholders for personal attendance or by proxy at each
  shareholder's determination. The meeting must be held within 13 months of the
  previous annual shareholders meeting and must present audited statements that
  are no more than 180 days old at such meeting.

Shares Fully Paid

All Northern Dynasty shares must, by applicable law, be issued
  as fully paid for cash, property or services. They are therefore non-assessable
  and not subject to further calls for payment.

Redemption

Northern Dynasty has no redeemable securities authorized or
  issued. Therefore, Northern Dynasty has no sinking fund or like security redemption
  fund.

---

- 63 -

Pre-emptive Rights

There are no pre-emptive rights applicable to Northern Dynasty
  in its constating documents which provide a right to any person to participate
  in offerings of Northern Dynasty’s equity or other securities Northern
  Dynasty has however by agreement provided Shambala Gold PLC with a pre-emptive
  right.

Rights to Profits and Liquidation Rights

All common shares of Northern Dynasty participate rateably
  in any net profit or loss of Northern Dynasty and shares rateably any available
  assets in the event of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Northern Dynasty’s Articles
  or in the BCCA on the right of persons who are not citizens of Canada to hold
  or vote common shares. (See also “Exchange Controls”)

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Northern Dynasty is, or would thereby become, insolvent.

Voting Rights

Each Northern Dynasty share is entitled to one vote on matters
  to which common shares ordinarily vote including the annual election of directors,
  appointment of auditors and approval of corporate changes. There are no cumulative
  voting rights applicable to Northern Dynasty.

Change in Control

Northern Dynasty has not implemented any shareholders’
  rights or other “poison pill” protection against possible take-overs.
  Northern Dynasty does not have any agreements that are triggered by a take-over
  or other change of control. There are no provisions in its articles triggered
  by or affected by a change in outstanding shares which gives rise to a change
  in control. There are no provisions in Northern Dynasty’s material agreements
  giving special rights to any person on a change in control.

Insider Share Ownership Reporting

The articles of Northern Dynasty do not require disclosure
  of share ownership. Share ownership of director nominees must be reported annually
  in proxy materials sent to Northern Dynasty’s shareholders. There are
  no requirements under British Columbia corporate law to report ownership of
  shares of Northern Dynasty but the Securities Act (British Columbia)
  requires disclosure of trading by insiders (generally officers, directors and
  holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders
  (generally those in excess of 20% of outstanding shares) must provide seven
  days advance notice of share sales. Copies of such reports are available for
  public inspection at the offices of the British Columbia Securities Commission,
  9th Floor, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2 telephone
  (604) 899-6500 or at the British Columbia Securities Commission web site (www.bcsc.bc.ca).
  Commencing June 2003 insider reports are available online on SEDI website (www.sedi.ca).

---

- 64 -

Securities Act (British Columbia)

This statute applies to Northern Dynasty and governs matters
  typically pertaining to public securities such as continuous quarterly financial
  reporting, immediate disclosure of material changes, insider trade reporting,
  take-over protections to ensure fair and equal treatment of all shareholders,
  exemption and resale rules pertaining to non-prospectus securities issuances
  as well as civil liability for certain misrepresentations, disciplinary, appeal
  and discretionary ruling matters. All Northern Dynasty shareholders regardless
  of residence have equal rights under this legislation.

Alaska Subsidiary

This company is wholly-owned by Northern Dynasty and has constituting
  documents ordinary to such single-purpose wholly owned corporations.

C.               Material
  Contracts

Northern Dynasty’s material contracts as of March 31,
  2004 are:

| | (a) | Amended Share Incentive Plan dated for reference
        June 28, 2002 (see Item 6E);                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | HDGI Assignment Agreement, dated October 29, 2001,
        and underlying Teck Cominco Options of the Resource Lands and the Exploration
        Lands of the Pebble Property and Consent for the Assignment related to
        the Pebble Property (see Item 4 - Pebble Property Option Agreements and
        Item 7B(b) - Major Shareholders and Related Party Transactions);
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Geological Management and Administration Services
        Agreement with HDI dated for reference December 31, 1996. (See Item 7B(a)
        - Major Shareholders and Related Party Transactions for details on amounts
        paid to HDI under the services agreement.)                                                                                                       

D.               Exchange
  Controls

Northern Dynasty is a Province of British Columbia, Canada
  corporation. There is no law or governmental decree or regulation in Canada
  that restricts the export or import of capital, or affects the remittance of
  dividends, interest or other payments to a non-resident holder of Common Shares,
  other than withholding tax requirements. Any such remittances to United States
  residents are generally subject to withholding tax, however no such remittances
  are likely in the foreseeable future. See “Taxation” below.

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Northern Dynasty on the right
  of a non-resident to hold or vote its common shares, other than as provided
  in the Investment Canada Act (Canada) (the “Investment Act”).
  The following discussion summarizes the material features of the Investment
  Act for a non-resident who proposes to acquire a controlling number of Northern
  Dynasty’s common shares. It is general only, it is not a substitute for
  independent advice from an investor’s own advisor, and it does not anticipate
  statutory or regulatory amendments. Northern Dynasty does not believe the Investment
  Act will have any affect on it or on its non-Canadian shareholders due to
  a number of factors including the nature of its operations and Northern Dynasty’s
  relatively small capitalization.

The Investment Act generally prohibits implementation
  of a “reviewable” investment by an individual, government or agency
  thereof, corporation, partnership, trust or joint venture (each an “entity”)
  that is not

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- 65 -

a “Canadian” as defined in the Investment Act
  (i.e. a “non-Canadian”), unless after review the Director of Investments
  appointed by the minister responsible for the Investment Act is satisfied
  that the investment is likely to be of net benefit to Canada. The size and nature
  of a proposed transaction may give rise to an obligation to notify the Director
  to seek an advance ruling. An investment in Northern Dynasty’s common
  shares by a non-Canadian (other than a “WTO Investor” as that term
  is defined in the Investment Act and which term includes entities which
  are nationals of or are controlled by nationals of member states of the World
  Trade Organization), when Northern Dynasty was not controlled by a WTO Investor,
  would be reviewable under the Investment Act if it was an investment
  to acquire control of Northern Dynasty and the value of the assets of Northern
  Dynasty, as determined in accordance with the regulations promulgated under
  the Investment Act, was over a certain figure, or if an order for review was
  made by the federal cabinet on the grounds that the investment related to Canada’s
  cultural heritage or national identity, regardless of the value of the assets
  of Northern Dynasty. An investment in the Common Shares by a WTO Investor, or
  by a non-Canadian when Northern Dynasty was controlled by a WTO Investor, would
  be reviewable under the Investment Act if it was an investment to acquire
  control of Northern Dynasty and the value of the assets of Northern Dynasty,
  as determined in accordance with the regulations promulgated under the Investment
  Act, was not less than a specified amount, which for 2000 exceeds C$192
  million. A non-Canadian would acquire control of Northern Dynasty for the purposes
  of the Investment Act if the non-Canadian acquired a majority of the
  Common Shares. The acquisition of less than a majority but one-third or more
  of the Common Shares would be presumed to be an acquisition of control of Northern
  Dynasty unless it could be established that, on the acquisition, Northern Dynasty
  was not controlled in fact by the acquiror through the ownership of the Common
  Shares.

The foregoing assumes Northern Dynasty will not engage in
  the production of uranium or own an interest in a producing uranium property
  in Canada, or provide any financial service or transportation service, as the
  rules governing these businesses are different.

Certain transactions relating to the Common Shares would be
  exempt from the Investment Act, including

| | (a) | an acquisition of the Common Shares by a person in
        the ordinary course of that person’s business as a trader or dealer
        in securities,                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                           
| | (b) | an acquisition of control of Northern Dynasty in
        connection with the realization of security granted for a loan or other
        financial assistance and not for a purpose related to the provisions of
        the Investment Act, and                                                          
| |     |                                                                                                                                                                                                                                                                                                           
| | (c) | an acquisition of control of Northern Dynasty by
        reason of an amalgamation, merger, consolidation or corporate reorganization
        following which the ultimate direct or indirect control in fact of Northern
        Dynasty, through the ownership of the Common Shares, remained unchanged.

E.               Taxation

Material Canadian Federal Income Tax Consequences for
  United States Residents

The following, in management’s understanding summarizes
  the material Canadian federal income tax consequences generally applicable to
  the holding and disposition of Common Shares by a holder (in this summary, a
  “U.S. Holder”) who, (a) for the purposes of the Income Tax Act (Canada)
  (the “Tax Act”), is not resident in Canada, deals at arm’s
  length with Northern Dynasty, holds the Common Shares as capital property and
  does not use or hold the Common Shares in the course of carrying on, or otherwise
  in connection with, a business in Canada, and (b) for the purposes of the Canada-United
  States Income Tax Convention, 1980 (the “Treaty”), is a resident
  solely of the United States, has never been a resident of

---

- 66 -

Canada, and has not held or used (and does not hold or use)
  Common Shares in connection with a permanent establishment or fixed base in
  Canada. This summary does not apply to traders or dealers in securities, limited
  liability companies, tax-exempt entities, insurers, financial institutions (including
  those to which the mark-to-market provisions of the Tax Act apply), or any other
  U.S. Holder to which special considerations apply.

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada Customs and Revenue Agency. It has been assumed that all currently proposed
  amendments will be enacted as proposed and that there will be no other relevant
  change in any governing law or administrative practice, although no assurances
  can be given in these respects. This summary does not take into account provincial,
  U.S., state or other foreign income tax law or practice. The tax consequences
  to any particular U.S. Holder will vary according to the status of that holder
  as an individual, trust, corporation, partnership or other entity, the jurisdictions
  in which that holder is subject to taxation, and generally according to that
  holder’s particular circumstances. Accordingly, this summary is not, and
  is not to be construed as, Canadian tax advice to any particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Northern
  Dynasty will be subject to Canadian withholding tax. Under the Treaty, the rate
  of withholding tax on dividends paid to a U.S. Holder is generally limited to
  15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
  and beneficially owns at least 10% of Northern Dynasty’s voting shares).
  Northern Dynasty will be required to withhold the applicable withholding tax
  from any such dividend and remit it to the Canadian government for the U.S.
  Holder’s account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect
  of a capital gain realized on the disposition of a Common Share in the open
  market unless the share is “taxable Canadian property” to the holder
  thereof and the U.S. Holder is not entitled to relief under the Treaty. A Common
  Share will be taxable Canadian property to a U.S. Holder if, at any time during
  the 60 months preceding the disposition, the U.S. Holder or persons with whom
  the U.S. Holder did not deal at arm’s length alone or together owned,
  or had rights to acquire, 25% or more of Northern Dynasty’s issued shares
  of any class or series.

A U.S. Holder whose Common Shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act, will generally be relieved from such liability under the Treaty unless
  the value of such shares at the time of disposition is derived principally from
  real property situated in Canada. Management of Northern Dynasty believes that
  the value of Northern Dynasty’s Common Shares is not currently derived
  principally from real property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management’s understanding a discussion
  of the material United States federal income tax consequences, under current
  law, generally applicable to a U.S. Holder (as hereinafter defined) of common
  shares of Northern Dynasty. This discussion does not address all potentially
  relevant federal income tax matters and it does not address consequences peculiar
  to persons subject to special provisions of federal income tax law, such as
  those described below as excluded from the definition of a

---

- 67 -

U.S. Holder. In addition, this discussion does not cover any
  state, local or foreign tax consequences. (see “Taxation – Canadian
  Federal Income Tax Consequences” above). Accordingly, holders and prospective
  holders of common shares of Northern Dynasty should consult their own tax advisors
  about the specific federal, state, local, and foreign tax consequences to them
  of purchasing, owning and disposing of common shares of Northern Dynasty, based
  upon their individual circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the “Code”), Treasury
  Regulations, published Internal Revenue Service (“IRS”) rulings,
  published administrative positions of the IRS and court decisions that are currently
  applicable, any or all of which could be materially and adversely changed, possibly
  on a retroactive basis, at any time and which are subject to differing interpretations.
  This discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

U.S. Holders

As used herein, a “U.S. Holder” means a holder
  of common shares of Northern Dynasty who is a citizen or individual resident
  of the United States, a corporation or partnership created or organized in or
  under the laws of the United States or of any political subdivision thereof,
  an estate whose income is taxable in the United States irrespective of source
  or a trust subject to the primary supervision of a court within the United States
  and control of a United States fiduciary as described Section 7701(a)(30) of
  the Code. This summary does not address the tax consequences to, and U.S. Holder
  does not include, persons subject to specific provisions of federal income tax
  law, such as tax-exempt organizations, qualified retirement plans, individual
  retirement accounts and other tax-deferred accounts, financial institutions,
  insurance companies, real estate investment trusts, regulated investment companies,
  broker-dealers, non-resident alien individuals, persons or entities that have
  a “functional currency” other than the U.S. dollar, shareholders
  subject to the alternative minimum tax, shareholders who hold common shares
  as part of a straddle, hedging or conversion transaction, and shareholders who
  acquired their common shares through the exercise of employee stock options
  or otherwise as compensation for services. This summary is limited to U.S. Holders
  who own common shares as capital assets and who own (directly and indirectly,
  pursuant to applicable rules of constructive ownership) no more than 5% of the
  value of the total outstanding stock of Northern Dynasty. This summary does
  not address the consequences to a person or entity holding an interest in a
  shareholder or the consequences to a person of the ownership, exercise or disposition
  of any options, warrants or other rights to acquire common shares. In addition,
  this summary does not address special rules applicable to United States persons
  (as defined in Section 7701(a)(30) of the Code) holding common shares through
  a foreign partnership or to foreign persons holding common shares through a
  domestic partnership.

Distribution on Common Shares of Northern Dynasty

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Northern
  Dynasty are required to include in gross income for United States federal income
  tax purposes the gross amount of such distributions, equal to the U.S. dollar
  value of such distributions on the date of receipt (based on the exchange rate
  on such date), to the extent that Northern Dynasty has current or accumulated
  earnings and profits, without reduction for any Canadian income tax withheld
  from such distributions. Such Canadian tax withheld may be credited, subject
  to certain limitations, against the U.S. Holder’s federal income tax liability
  or, alternatively, may be deducted in computing the U.S. Holder’s federal
  taxable income by those who itemize deductions. (See more detailed discussion
  at “Foreign Tax Credit” below). To the extent that distributions
  exceed current or accumulated earnings and profits of Northern Dynasty, they
  will be treated first as a return of capital up to the U.S. Holder’s adjusted
  basis in the common shares and thereafter as gain from the sale or exchange
  of

---

- 68 -

property. Preferential tax rates for long-term capital gains
  are applicable to a U.S. Holder which is an individual, estate or trust. There
  are currently no preferential tax rates for long-term capital gains for a U.S.
  Holder which is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally, any gain or loss recognized
  upon a subsequent sale or other disposition of the foreign currency, including
  the exchange for U.S. dollars, will be ordinary income or loss. However, an
  individual whose realized gain does not exceed $200 will not recognize that
  gain, provided that there are no expenses associated with the transaction that
  meet the requirements for deductibility as a trade or business expense (other
  than travel expenses in connection with a business trip) or as an expense for
  the production of income.

Dividends paid on the common shares of Northern Dynasty generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Northern Dynasty may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of
  the voting power and value of Northern Dynasty) deduction of the United States
  source portion of dividends received from Northern Dynasty (unless Northern
  Dynasty qualifies as a “foreign personal holding company” or a “passive
  foreign investment company,” as defined below). Northern Dynasty does
  not anticipate that it will earn any United States income, however, and therefore
  does not anticipate that any U.S. Holder will be eligible for the dividends
  received deduction.

Under current Treasury Regulations, dividends paid on Northern
  Dynasty’s common shares, if any, generally will not be subject to information
  reporting and generally will not be subject to U.S. backup withholding tax.
  However, dividends and the proceeds from a sale of Northern Dynasty’s
  common shares paid in the U.S. through a U.S. or U.S. related paying agent (including
  a broker) will be subject to U.S. information reporting requirements and may
  also be subject to the U.S. backup withholding tax, unless the paying agent
  is furnished with a duly completed and signed Form W-9. Any amounts withheld
  under the U.S. backup withholding tax rules will be allowed as a refund or a
  credit against the U.S. Holder’s U.S. federal income tax liability, provided
  the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Northern
  Dynasty may be entitled, at the option of the U.S. Holder, to either receive
  a deduction or a tax credit for such foreign tax paid or withheld. Generally,
  it will be more advantageous to claim a credit because a credit reduces United
  States federal income taxes on a dollar-for-dollar basis, while a deduction
  merely reduces the taxpayer’s income subject to tax. This election is
  made on a year-by-year basis and generally applies to all foreign taxes paid
  by (or withheld from) the U.S. Holder during that year. There are significant
  and complex limitations which apply to the credit, among which is the general
  limitation that the credit cannot exceed the proportionate share of the U.S.
  Holder’s United States income tax liability that the U.S. Holder’s
  foreign source income bears to his or its worldwide taxable income. In the determination
  of the application of this limitation, the various items of income and deduction
  must be classified into foreign and domestic sources. Complex rules govern this
  classification process. In addition, this limitation is calculated separately
  with respect to specific classes of income such as “passive income, “high
  withholding tax interest,” “financial services income,” “shipping
  income,” and certain other classifications of income. Dividends distributed
  by Northern Dynasty will generally constitute “passive income” or,
  in the case of certain U.S. Holders, “financial services income”
  for these purposes. The availability of the foreign tax credit and the application
  of the

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limitations on the credit are fact specific, and U.S. Holders
  of common shares of Northern Dynasty should consult their own tax advisors regarding
  their individual circumstances.

Disposition of Common Shares of Northern Dynasty

In general, U.S. Holders will recognize gain or loss upon
  the sale of common shares of Northern Dynasty equal to the difference, if any,
  between (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholder’s tax basis in the common shares of Northern
  Dynasty. Preferential tax rates apply to long-term capital gains of U.S. Holders
  which are individuals, estates or trusts. In general, gain or loss on the sale
  of common shares of Northern Dynasty will be long-term capital gain or loss
  if the common shares are a capital asset in the hands of the U.S. Holder and
  are held for more than one year. Deductions for net capital losses are subject
  to significant limitations. For U.S. Holders which are not corporations, any
  unused portion of such net capital loss may be carried over to be used in later
  tax years until such net capital loss is thereby exhausted. For U.S. Holders
  that are corporations (other than corporations subject to Subchapter S of the
  Code), an unused net capital loss may be carried back three years and carried
  forward five years from the loss year to be offset against capital gains until
  such net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Northern Dynasty’s outstanding
  shares is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Northern Dynasty’s gross income for such
  year is derived from certain passive sources (e.g., from certain interest and
  dividends), Northern Dynasty may be treated as a “foreign personal holding
  company.” In that event, U.S. Holders that hold common shares would be
  required to include in gross income for such year their allocable portions of
  such passive income to the extent Northern Dynasty does not actually distribute
  such income. Northern Dynasty does not believe that it currently qualifies as
  a foreign personal holding company. However, there can be no assurance that
  Northern Dynasty will not be considered a foreign personal holding company for
  the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of Northern Dynasty’s outstanding shares is held, directly or indirectly,
  by citizens or residents of the United States, United States domestic partnerships
  or corporations, or estates or trusts other than foreign estates or trusts (as
  defined by the Code Section 7701(a)(31)), and Northern Dynasty is found to be
  engaged primarily in the business of investing, reinvesting, or trading in securities,
  commodities, or any interest therein, it is possible that Northern Dynasty may
  be treated as a “foreign investment company” as defined in Section
  1246 of the Code, causing all or part of any gain realized by a U.S. Holder
  selling or exchanging common shares to be treated as ordinary income rather
  than capital gain. Northern Dynasty does not believe that it currently qualifies
  as a foreign investment company. However, there can be no assurance that Northern
  Dynasty will not be considered a foreign investment company for the current
  or any future taxable year.

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Passive Foreign Investment Company

United States income tax law contains rules governing “passive
  foreign investment companies” (“PFIC”) which can have significant
  tax effects on U.S. Holders of foreign corporations. These rules do not apply
  to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation
  that is not formed in the United States if, for any taxable year, either (i)
  75% or more of its gross income is “passive income,” which includes
  interest, dividends and certain rents and royalties or (ii) the average percentage,
  by fair market value (or, if the corporation is not publicly traded and either
  is a controlled foreign corporation or makes an election, by adjusted tax basis),
  of its assets that produce or are held for the production of “passive
  income” is 50% or more. Northern Dynasty appears to have been a PFIC for
  the fiscal year ended December 31, 2003, and at least certain prior fiscal years.
  In addition, Northern Dynasty expects to qualify as a PFIC for the fiscal year
  ending December 31, 2004 and may also qualify as a PFIC in future fiscal years.
  Each U.S. Holder of Northern Dynasty is urged to consult a tax advisor with
  respect to how the PFIC rules affect such U.S. Holder’s tax situation.

Each U.S. Holder who holds stock in a foreign corporation
  during any year in which such corporation qualifies as a PFIC is subject to
  United States federal income taxation under one of three alternative tax regimes
  at the election of such U.S. Holder. The following is a discussion of such alternative
  tax regimes applied to such U.S. Holders of Northern Dynasty. In addition, special
  rules apply if a foreign corporation qualifies as both a PFIC and a “controlled
  foreign corporation” (as defined below) and a U.S. Holder owns, actually
  or constructively, 10% or more of the total combined voting power of all classes
  of stock entitled to vote of such foreign corporation (See more detailed discussion
  at “Controlled Foreign Corporation” below).

A U.S. Holder who elects to treat Northern Dynasty as a qualified
  electing fund (“QEF”) will be subject, under Section 1293 of the
  Code, to current federal income tax for any taxable year to which the election
  applies in which Northern Dynasty qualifies as a PFIC on his pro rata share
  of Northern Dynasty’s (i) “net capital gain” (the excess of
  net long-term capital gain over net short-term capital loss), which will be
  taxed as long-term capital gain, and (ii) “ordinary earnings” (the
  excess of earnings and profits over net capital gain), which will be taxed as
  ordinary income, in each case, for the shareholder’s taxable year in which
  (or with which) Northern Dynasty’s taxable year ends, regardless of whether
  such amounts are actually distributed. A U.S. Holder’s tax basis in the
  common shares will be increased by any such amount that is included in income
  but not distributed.

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S. Holder’s
  holding period in which Northern Dynasty is a PFIC. If the U.S. Holder makes
  a QEF election in such first year, i.e., a “timely” QEF election,
  then the U.S. Holder may make the QEF election by simply filing the appropriate
  documents at the time the U.S. Holder files his tax return for such first year.
  If, however, Northern Dynasty qualified as a PFIC in a prior year during the
  U.S. Holder’s holding period, then, in order to avoid the Section 1291
  rules discussed below, in addition to filing documents, the U.S. Holder must
  elect to recognize under the rules of Section 1291 of the Code (discussed herein),
  (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock
  on the qualification date or (ii) if Northern Dynasty is a controlled foreign
  corporation, the U.S. Holder’s pro rata share of Northern Dynasty’s
  post-1986 earnings and profits as of the qualification date. The qualification
  date is the first day of Northern Dynasty’s first tax year in which Northern
  Dynasty qualified as a QEF with respect to such U.S. Holder. For purposes of
  this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii)
  an untimely QEF election and either of the above-described gain-recognition
  elections under Section 1291 is referred to herein as an “Electing U.S.
  Holder.” A U.S. Holder who holds common shares at any time during a year
  of Northern Dynasty in which Northern Dynasty is a PFIC and who is not an Electing
  U.S. Holder (including a U.S. Holder who makes an untimely QEF election and
  makes neither of the

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above-described gain-recognition elections) is referred to
  herein as a “Non-Electing U.S. Holder.” An Electing U.S. Holder
  (i) generally treats any gain realized on the disposition of his Registrant
  common shares as capital gain; and (ii) may either avoid interest charges resulting
  from PFIC status altogether, or make an annual election, subject to certain
  limitations, to defer payment of current taxes on his share of Northern Dynasty’s
  annual realized net capital gain and ordinary earnings subject, however, to
  an interest charge. If the U.S. Holder is not a corporation, any interest charge
  imposed under the PFIC regime would be treated as “personal interest”
  that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Northern Dynasty must provide certain information regarding its net
  capital gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Northern Dynasty intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to Northern Dynasty. Northern Dynasty urges each U.S. Holder to
  consult a tax advisor regarding the availability of, and procedure for making,
  the QEF election.

A QEF election, once made with respect to Northern Dynasty,
  applies to the tax year for which it was made and to all subsequent tax years,
  unless the election is invalidated or terminated, or the IRS consents to revocation
  of the election. If a QEF election is made by a U.S. Holder and Northern Dynasty
  ceases to qualify as a PFIC in a subsequent tax year, the QEF election will
  remain in effect, although not applicable, during those tax years in which Northern
  Dynasty does not qualify as a PFIC. Therefore, if Northern Dynasty again qualifies
  as a PFIC in a subsequent tax year, the QEF election will be effective and the
  U.S. Holder will be subject to the rules described above for Electing U.S. Holders
  in such tax year and any subsequent tax years in which Northern Dynasty qualifies
  as a PFIC. In addition, the QEF election remains in effect, although not applicable,
  with respect to an Electing U.S. Holder even after such U.S. Holder disposes
  of all of his or its direct and indirect interest in the shares of Northern
  Dynasty. Therefore, if such U.S. Holder reacquires an interest in Northern Dynasty,
  that U.S. Holder will be subject to the rules described above for Electing U.S.
  Holders for each tax year in which Northern Dynasty qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Registrant
  common shares and (ii) certain “excess distributions,” as defined
  in Section 1291(b), by Northern Dynasty.

A Non-Electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his Registrant common shares
  and all excess distributions on his Registrant common shares over the entire
  holding period for the common shares. All gains or excess distributions allocated
  to prior years of the U.S. Holder (excluding any portion of the holder’s
  period prior to the first day of the first year of Northern Dynasty (i) which
  began after December 31, 1986, and (ii) for which Northern Dynasty was a PFIC)
  would be taxed at the highest tax rate for each such prior year applicable to
  ordinary income. The Non-Electing U.S. Holder also would be liable for interest
  on the foregoing tax liability for each such prior year calculated as if such
  liability had been due with respect to each such prior year. A Non-Electing
  U.S. Holder that is not a corporation must treat this interest charge as “personal
  interest” which, as discussed above, is wholly non-deductible. The balance,
  if any, of the gain or the excess distribution will be treated as ordinary income
  in the year of the disposition or distribution, and no interest charge will
  be incurred with respect to such balance. In certain circumstances, the sum
  of the tax and the PFIC interest charge may exceed the amount of the excess
  distribution received, or the amount of proceeds of disposition realized, by
  the U.S. Holder.

If Northern Dynasty is a PFIC for any taxable year during
  which a Non-Electing U.S. Holder holds Registrant common shares, then Northern
  Dynasty will continue to be treated as a PFIC with respect to

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such Registrant common shares, even if it is no longer definitionally
  a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by
  electing to recognize gain (which will be taxed under the rules discussed above
  for Non-Electing U.S. Holders) as if such Registrant common shares had been
  sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a “mark-to-market election”). If such an
  election is made, such U.S. Holder will generally not be subject to the special
  taxation rules of Section 1291 discussed above. However, if the mark-to-market
  election is made by a Non-Electing U.S. Holder after the beginning of the holding
  period for the PFIC stock, then the Section 1291 rules will apply to certain
  dispositions of, distributions on and other amounts taxable with respect to
  Northern Dynasty common shares. A U.S. Holder who makes the mark-to market election
  will include in income for each taxable year for which the election is in effect
  an amount equal to the excess, if any, of the fair market value of the common
  shares of Northern Dynasty as of the close of such tax year over such U.S. Holder’s
  adjusted basis in such common shares. In addition, the U.S. Holder is allowed
  a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s
  adjusted tax basis in the common shares over the fair market value of such shares
  as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market
  gains for the common shares in Northern Dynasty included by such U.S. Holder
  for prior tax years, including any amount which would have been treated as a
  mark-to-market gain for any prior tax year but for the Section 1291 rules discussed
  above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market
  losses for shares that were allowed as deductions for prior tax years. A U.S.
  Holder’s adjusted tax basis in the common shares of Northern Dynasty will
  be adjusted to reflect the amount included in or deducted from income as a result
  of a mark-to-market election. A mark-to-market election applies to the taxable
  year in which the election is made and to each subsequent taxable year, unless
  Northern Dynasty common shares cease to be marketable, as specifically defined,
  or the IRS consents to revocation of the election. Because the IRS has not established
  procedures for making a mark-to-market election, U.S. Holders should consult
  their tax advisor regarding the manner of making such an election. No view is
  expressed regarding whether common shares of Northern Dynasty are marketable
  for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Northern Dynasty
  common shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferee’s
  basis in this case will depend on the manner of the transfer. In the case of
  a transfer by an Electing U.S. Holder upon death, for example, the transferee’s
  basis is generally equal to the fair market value of the Electing U.S. Holder’s
  common shares as of the date of death under Section 1014 of the Code. The specific
  tax effect to the U.S. Holder and the transferee may vary based on the manner
  in which the common shares are transferred. Each U.S. Holder of Northern Dynasty
  is urged to consult a tax advisor with respect to how the PFIC rules affect
  his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Northern Dynasty, certain adverse rules may apply
  in the event that both Northern Dynasty and any foreign corporation in which
  Northern Dynasty directly or indirectly holds shares is a PFIC (a “lower-tier
  PFIC”). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder
  would be treated as owning his or its proportionate amount of any lower-tier
  PFIC shares, and generally would be subject to the PFIC rules

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with respect to such indirectly-held PFIC shares unless such
  U.S. Holder makes a timely QEF election with respect thereto. Northern Dynasty
  intends to make the necessary information available to U.S. Holders to permit
  them to make (and maintain) QEF elections with respect to each subsidiary of
  Northern Dynasty that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier PFIC shares
  and (ii) any gain deemed to arise from a so-called “indirect disposition”
  of such shares. For this purpose, an indirect disposition of lower-tier PFIC
  shares would generally include (i) a disposition by Northern Dynasty (or an
  intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction
  resulting in a diminution of the U.S. Holder’s proportionate ownership
  of the lower-tier PFIC, including an issuance of additional common shares by
  Northern Dynasty (or an intermediate entity). Accordingly, each prospective
  U.S. Holder should be aware that he or it could be subject to tax even if such
  U.S. Holder receives no distributions from Northern Dynasty and does not dispose
  of its common shares. Northern Dynasty strongly urges each prospective U.S.
  Holder to consult a tax advisor with respect to the adverse rules applicable,
  under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC
  shares.

Certain special, generally adverse, rules will apply with
  respect to Registrant common shares while Northern Dynasty is a PFIC unless
  the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6)
  of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including
  a margin loan) will, except as may be provided in regulations, be treated as
  having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Northern
  Dynasty is owned, actually or constructively, by citizens or residents of the
  United States, United States domestic partnerships or corporation, or estates
  or trusts other than foreign estates or trusts (as defined by the Code Section
  7701(a)(31)), each of which own, actually or constructively, 10% or more of
  the total combined voting power of all classes of shares entitled to vote of
  Northern Dynasty (“United States Shareholder”), Northern Dynasty
  could be treated as a controlled foreign corporation (“CFC”) under
  Subpart F of the Code. This classification would effect many complex results,
  one of which is the inclusion of certain income of a CFC which is subject to
  current U.S. tax. The United States generally taxes United States Shareholders
  of a CFC currently on their pro rata shares of the Subpart F income of the CFC.
  Such United States Shareholders are generally treated as having received a current
  distribution out of the CFC’s Subpart F income and are also subject to
  current U.S. tax on their pro rata shares of increases in the CFC’s earnings
  invested in U.S. property. The foreign tax credit described above may reduce
  the U.S. tax on these amounts. In addition, under Section 1248 of the Code,
  gain from the sale or exchange of shares by a U.S. Holder of common shares of
  Northern Dynasty which is or was a United States Shareholder at any time during
  the five-year period ending on the date of the sale or exchange is treated as
  ordinary income to the extent of earnings and profits of Northern Dynasty attributable
  to the shares sold or exchanged. If a foreign corporation is both a PFIC and
  a CFC, the foreign corporation generally will not be treated as a PFIC with
  respect to United States Shareholders of the CFC. This rule generally will be
  effective for taxable years of United States Shareholders beginning after 1997
  and for taxable years of foreign corporations ending with or within such taxable
  years of United States Shareholders. Special rules apply to United States Shareholders
  who are subject to the special taxation rules under Section 1291 discussed above
  with respect to a PFIC. Because of the complexity of Subpart F, a more detailed
  review of these rules is outside of the scope of this discussion.

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Northern Dynasty does not believe that it currently qualifies
  as a CFC. However, there can be no assurance that Northern Dynasty will not
  be considered a CFC for the current or any future taxable year.

F.               Dividends
  and Paying Agents

Not applicable.

G.               Statement
  by Experts

The following are experts whose opinions or reports are included
  herein:

| | (a) | Geological Advisor, M.J. Casselman, P.Geo., was retained
        by Northern Dynasty in 2001 as an independent geological advisor to review
        and compile available information on the Pebble Property and provide his
        recommendations to further explore it. He has also assisted in the preparation
        of the Geological Discussion of the Pebble Project in Item 4 on behalf
        of Northern Dynasty. Mr. Casselman holds an M.Sc. and is a professional
        geologist and a member of the Association of Professional Engineers and
        Geoscientists of British Columbia. His office address is 1325 Chestnut
        Street, Vancouver, B.C., Canada.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All the foregoing experts have consented to the inclusion of
  their reports or opinions herein or in the previously (March 18 2002, April
  25 2002, May 31 2002, and June 10 2002) filed initial 20-FA registration statements
  (as amended) and, if filed with such previous 20-FAs, the section herein respecting
  which such expert has consented has not been amended by this annual filing.

H.               Documents
  on Display

Exhibits attached to this Form 20-F are also available for
  viewing at the offices of Northern Dynasty, Suite 1020 - 800 West Pender Street,
  Vancouver, British Columbia V6C 2V6 or on request of Northern Dynasty at 604-684-6365,
  attention Shirley Main. Copies of Northern Dynasty’s financial statements
  and other continuous disclosure documents required under the British Columbia
  Securities Act are available for viewing on the internet at www.sedar.com.

I.               Subsidiary
  Information

Not applicable.

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ITEM 11 QUANTITATIVE AND QUALITATIVE
  DISCLOSURES ABOUT MARKET RISK

(a)               Transaction
  Risk and Currency Risk Management

Northern Dynasty’s operations do not employ financial
  instruments or derivatives and given that Northern Dynasty keeps its excess
  funds in high grade short term instruments it does not have significant or unusual
  financial market risks.

(b)               Exchange
  Rate Sensitivity

Northern Dynasty’s Pebble Property operations are in
  the State of Alaska and hence it is somewhat affected by exchange rate risk
  of fluctuations between Canadian and United States currency. Its liabilities
  are all short term trade payables and substantially all are denominated in Canadian
  and U.S. dollars. Northern Dynasty does not hedge this risk, which it does not
  consider material in the context of its operations.

(c)               Interest
  Rate Risk and Equity Price Risk

Northern Dynasty is equity financed and does not have any
  debt that could be subject to significant interest rate change risks.

(d)               Commodity
  Price Risk

While the value of Northern Dynasty’s resource properties
  can always be said to relate to the price of copper and gold metals and the
  outlook for same, Northern Dynasty does not have any operating mines and hence
  does not have any hedging or other commodity based operations risks respecting
  its business activities.

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ITEM 12 DESCRIPTION OF SECURITIES
  OTHER THAN EQUITY SECURITIES

A.               Debt
  Securities

Not applicable.

B.               Warrants
  and Rights

Not applicable. (Northern Dynasty’s warrants are non-transferable
  and no market exists for them. Northern Dynasty has issued no rights.)

C.               Other
  Securities

Not applicable.

D.               American
  Depositary Shares

Not applicable.

PART II

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- 77 -

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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- 78 -

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
  HOLDERS AND USE OF PROCEEDS

Not applicable.

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- 79 -

ITEM 15 CONTROLS AND PROCEDURES

As of March 15, 2005, an evaluation was carried out under
  the supervision of, and with the participation of the Corporation’s management,
  including the Chief Executive Officer and the Chief Financial Officer, of the
  effectiveness of the Company's disclosure controls and procedures (as defined
  in Rule 13a-15(e) under the Securities Act of 1934). Based on that evaluation
  the Chief Executive Officer and Chief Financial Officer concluded that the design
  and operation of these disclosure controls and procedures were effective.

No changes were made in 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 subsequent
  to the date of their evaluation.

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ITEM 16 AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
  FEES, AND EXEMPTIONS

A.               Audit
  Committee Financial Expert

The designated Audit Committee "financial expert" is Mr. David
  M. S. Elliott. Mr. Elliott is "independent", as the term is defined by the American
  Stock Exchange which is a national securities exchange. Mr. Elliott is a Canadian
  Chartered Accountant.

B.               Code
  of Ethics

The Company has tabled a code of ethics for discussion that
  applies to the Company's chief executive officer, the chief financial officer,
  and other members of senior management.

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 ended        | 
|---------------------- | ----------------- |  | ----------------- | 
|Services:              | December 31, 2004 |  | December 31, 2003 | 
|Audit services         | $10,000           |  | $8,500            | 
|Audit-related services | --                |  | --                | 
|Tax services           | 1,000             |  | 1,000             | 
|All other services     | --                |  | --                | 
|                       | $11,000           |  | $9,500            | 

From time to time, management of the Company recommends to
  and requests approval from the audit committee for 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 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 services requested
  would be considered "prohibited services" as contemplated by the US Securities
  and Exchange Commission, and whether the services requested and the fees related
  to such services could impair the independence of the auditors.

As 2003 was the first year of the audit committee pre-approval
  process, only the audit and tax services rendered in the year ended December
  31, 2003 were pre-approved by the audit committee. All non-audit services provided
  by the auditors in 2004 were approved by the Audit Committee.

D.               Exemptions
  from Listing Standards for Audit Committees

Not applicable.

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E.               Purchases
  Of Equity Securities by the Issuer and Affiliated Purchasers

None.

PART III

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- 82 -

ITEM 17 FINANCIAL STATEMENTS

The following attached financial statements are incorporated
  herein (see exhibits).

Annual

|(1) | Auditors’ Reports on the consolidated balance
        sheets as at December 31, 2004, and 2003, and the statements of operations
        and deficit, mineral property interests and changes in cash flows for
        each of the three years ended December 31, 2004, 2003 and 2002;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | Balance sheets as at December 31, 2004, 2003 and
        2002;                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                       
|(3) | Statements of operations and deficit for each of
        the three years ended December 31, 2004, 2003 and 2002;                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|(4) | Statements of changes in cash flows for the periods
        referred to in (8) above;                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                       
|(5) | Notes to the financial statements;                                                                                                                                                                                                                                                    

---

- 83 -

ITEM 18 FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

---

- 84 -

ITEM 19 EXHIBITS

Key to the following document types:

|1.  | Articles of Incorporation
        and Registered Incorporation Memorandum of Northern Dynasty.  
|--- | ------------------------------------------------------------------------------------------------
|    |                                                                                                 
|2.  | Other Instruments defining
        the rights of the holders of equity or debt securities. (N/A)
|    |                                                                                                 
|3.  | Voting trust agreements.
        (N/A)                                                          
|    |                                                                                                 
|4.  | a.                                                                                              
|    |                                                                                                 
|    | b.                                                                                              
|    |                                                                                                 
|    |                                                                                                 
|    |                                                                                                 
|    |                                                                                                 
|    |                                                                                                 
|    |                                                                                                 
|    |                                                                                                 
|    | c.                                                                                              
|    |                                                                                                 
|5-9 | Not applicable.                                                                                 
|    |                                                                                                 
|10. | Other                                                                                           

The following exhibits were attached as an Appendix to the Form 20-F of
  Northern Dynasty filed January 9, 2002:

|   | Type of            | Description                                                                                                                                                                                                                                       | Pages
|-- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|   | Document           |                                                                                                                                                                                                                                                   |      
|   |                    |                                                                                                                                                                                                                                                   |      
|1. | 1                  | Certificate of Incorporation, Memorandum
        and Articles of Association of Northern Dynasty                                                                                                                                                  | 1-54 
|   |                    |                                                                                                                                                                                                                                                   |      
|2. | 4C                 | Amended Share Incentive Plan dated for
        reference June 20, 2000                                                                                                                                                                            | 55-67
|   |                    |                                                                                                                                                                                                                                                   |      
|3. | 4B(i)              | Geological Management and Administration
        Services Agreement dated for reference December 31, 1996 between Northern
        Dynasty and Hunter Dickinson Inc. (“HDI”) (See Item 7 “Interest
        of Management in Certain Transactions” | 68-77
|   |                    |                                                                                                                                                                                                                                                   |      
|4. | 4B(i)
      4B(ii) | HDGI Assignment Agreement with Hunter
        Dickinson Group Inc. (“HDGI”) dated October 29, 2001 whereby
        Northern                                                                                                                       | 78-99

---

- 85 -

|                                                                                                    | 4B(iii)                                                                                                                                                                                                                                        | Dynasty obtained its
        option to the Pebble Property including the underlying Teck Cominco Options
        and Consent Agreement |    
|--------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                   
|The following exhibits were attached
      to the Form 20-FA filed March 18, 2002:                 
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|5                                                                                                   | 10                                                                                                                                                                                                                                             | Consent of U.S. Tax Expert, Kempisty
        & Co., Certified Public Accountants (1)                                                   | 100
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|6                                                                                                   | 10                                                                                                                                                                                                                                             | Consent of Auditors, DeVisser Gray, Chartered
        Accountants                                                                      | 101
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|7                                                                                                   | 10                                                                                                                                                                                                                                             | Consent of counsel, Lang Michener (1)                                                                                                  | 102
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|8                                                                                                   | 10                                                                                                                                                                                                                                             | Consent of geological expert, M.J. Casselman                                                                                           | 103
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|The following exhibits were attached
      to the second amendment Form 20-FA filed April 25, 2002:
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|9                                                                                                   | 10                                                                                                                                                                                                                                             | Consent of Auditors, DeVisser Gray, Chartered
        Accountants dated April 24, 2002.                                                | 104
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|10                                                                                                  | 10                                                                                                                                                                                                                                             | Consent of Geological Expert, M.J. Casselman,
        April 24, 2002.                                                                  | 105
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|The following exhibits were attached
      to the third amendment Form 20-FA filed June 3, 2002:   
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|11                                                                                                  | 10                                                                                                                                                                                                                                             | Consent of Geological Expert, M.J. Casselman,
        May 31, 2002.                                                                    | 106
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|The following exhibits were attached
      to the Annual Report on Form 20-F filed June 24, 2002:  
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|12                                                                                                  | 10                                                                                                                                                                                                                                             | Consent of Auditors, DeVisser Gray, Chartered
        Accountants dated June 24, 2002.                                                 | 107
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|13                                                                                                  | 10                                                                                                                                                                                                                                             | Consent of Geological Expert, M.J. Casselman,
        June 24, 2002.                                                                   | 108
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|Note:                                                                                               |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|(1)                                                                                                 | No changes were
        made to the second and third amendment 20-FA sections respecting which
        these experts were concerned (see Item 10G) and provided consents as part
        of the March 18, 2002 20-FA (first amendment) filing.
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|The following exhibits were attached
      to the Annual Report on Form 20-F filed June 2003:      
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|14                                                                                                  | 10                                                                                                                                                                                                                                             | Audited annual financial statements for
        the year ended December 31, 2003                                                       |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|The following exhibits are filed
      with this Annual Report on Form 20-F                        
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|15                                                                                                  | 10.1                                                                                                                                                                                                                                           | Consent of Derek Barratt, PEng                                                                                                         |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 10.2                                                                                                                                                                                                                                           | Consent of David Rennie, PEng                                                                                                          |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 10.3                                                                                                                                                                                                                                           | Consent of Les
      Galbraith, PEng, of Knight Piesold Ltd.                                                                           |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 12.1                                                                                                                                                                                                                                           | Sarbanes Oxley
        Section 302 CEO Certificate                                                                                     |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 12.2                                                                                                                                                                                                                                           | Sarbanes Oxley
        Section 302 CFO Certificate                                                                                     |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 13.1                                                                                                                                                                                                                                           | Sarbanes Oxley
        Section 906 CEO Certificate                                                                                     |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 13.2                                                                                                                                                                                                                                           | Sarbanes Oxley
        Section 906 CFO Certificate                                                                                     |    
|                                                                                                    |                                                                                                                                                                                                                                                |                                                                                                                                        |    
|                                                                                                    | 99.1                                                                                                                                                                                                                                           | Audited annual financial statements
      for the year ended December 31, 2004                                                         |    

---

SIGNATURES

Northern Dynasty certifies that it meets all of the requirements
  for filing Form 20-F and that it has duly caused and authorized the undersigned
  to sign this amended report on its behalf.

|                     | NORTHERN DYNASTY MINERALS LTD.
|-------------------- | ------------------------------
|                     |                               
|Date: March 28, 2005 | By:                           
|                     |                               
|                     |                               
|                     |                               



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