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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2008

****

****

This annual information form (AIF) is as of March 30,
2009

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

|                                                                            |                                                                             | Page
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ----
|ITEM
            1.                                                         | TABLE
            OF CONTENTS                                               | 2   
|ITEM
            2.                                                         | PRELIMINARY
            NOTES                                               | 3   
|INCORPORATION
            OF CONTINUOUS DISCLOSURE DOCUMENTS BY REFERENCE   | 3                                                                          
|GLOSSARY                                                                    | 4                                                                          
|RESOURCE
            CATEGORY (CLASSIFICATION) DEFINITIONS                  | 5                                                                          
|ITEM
            3.                                                         | CORPORATE
            STRUCTURE                                             | 6   
|ITEM
            4.                                                         | GENERAL
            DEVELOPMENT OF THE BUSINESS                             | 7   
|THREE
            YEAR HISTORY                                              | 7                                                                          
|SIGNIFICANT
            ACQUISITIONS, DISPOSITIONS AND GROUP REORGANIZATION | 7                                                                          
|ITEM
            5.                                                         | DESCRIPTION
            OF BUSINESS                                         | 8   
|THE
            PEBBLE PROJECT                                              | 8                                                                          
|ITEM
            6.                                                         | DIVIDENDS                                                                   | 26  
|ITEM
            7.                                                         | DESCRIPTION
            OF CAPITAL STRUCTURE                                | 26  
|ITEM
            8.                                                         | MARKET
            FOR SECURITIES                                           | 27  
|ITEM
            9.                                                         | ESCROWED
            SECURITIES                                             | 27  
|ITEM
            10.                                                        | DIRECTORS
            AND OFFICERS                                          | 28  
|ITEM
            11.                                                        | PROMOTERS                                                                   | 37  
|ITEM
            12.                                                        | LEGAL
            PROCEEDINGS                                               | 38  
|ITEM
            13.                                                        | INTEREST
            OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS      | 38  
|ITEM
            14.                                                        | TRANSFER
            AGENT AND REGISTRAR                                    | 38  
|ITEM
            15.                                                        | MATERIAL
            CONTRACTS                                              | 38  
|ITEM
            16.                                                        | INTERESTS
            OF EXPERTS                                            | 38  
|ITEM
            17.                                                        | ADDITIONAL
            INFORMATION                                          | 39  
|ITEM
            18.                                                        | DISCLOSURE
            FOR COMPANIES NOT SENDING INFORMATION CIRCULARS      | 39  
|ITEM
            19.                                                        | CONTROLS
            AND PROCEDURES                                         | 39  
|ITEM
            20.                                                        | AUDIT
            COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS | 40  
|ITEM
            21.                                                        | OFF
            BALANCE SHEET ARRANGEMENTS                                  | 41  
|ITEM
            22.                                                        | TABULAR
            DISCLOSURE OF CONTRACTUAL OBLIGATIONS                   | 42  

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

|ITEM 2. | PRELIMINARY
      NOTES
|------- | -----------------------

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

This AIF will be incorporated into a filing with the
      United States Securities Exchange Commission under form 40F. It includes
      certain statements that may be deemed "forward-looking statements" within
      the meaning of Section 27A of the Securities Act of 1933and
      Section 21E of the Securities Exchange Act of 1934. All statements
      in this AIF, other than statements of historical facts, that address
      future production, reserve potential, exploration drilling, exploitation
      activities and events or developments that the Company expects are
      forward-looking statements. Although the Company believes the expectations
      expressed in such forward- looking statements are based on reasonable
      assumptions, such statements are not guarantees of future performance and
      actual results or developments may differ materially from those in the
      forward-looking statements. Factors that could cause actual results to
      differ materially from those in forward-looking statements include market
      prices, exploitation and exploration successes, continued availability of
      capital and financing and general economic, market or business conditions,
      as well as those factors addressed in the Risk Factors section of this
      AIF. Investors are cautioned that any such statements are not guarantees
      of future performance and that actual results or developments may differ
      materially from those projected in the forward-looking statements.


Incorporation of Continuous Disclosure Documents by
Reference

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

Incorporated by reference into this AIF are the comparative
audited consolidated financial statements and Managements Discussion and
Analysis for Northern Dynasty for the fiscal year ended December 31, 2008 and
2007 together with the auditors report thereon. These documents are available
for review on SEDAR at www.sedar.com. All
financial information in this AIF is prepared in accordance with Canadian
generally accepted accounting principles (Canadian GAAP).

Documents incorporated by reference in this AIF include all
audited and interim financial statements, proxy circulars, news releases and
other continuous disclosure documents filed by Northern Dynasty, and include a
technical report prepared pursuant to NI 43-101 dated February 13, 2009, copies
of which are available on request from the offices of Northern Dynasty or by
downloading from the SEDAR website (indicated above).

Currency and Metric Equivalents

All dollar amounts are expressed in Canadian dollars unless
otherwise indicated. The Companys accounts are maintained in Canadian dollars.
The business activities of the Company, were carried out through a wholly-owned
Alaskan subsidiary acting as a nominee for a general partnership of wholly-owned
affiliated companies until July 26, 2007 at which time the general partnership
was reconstituted as an Alaskan limited partnership and re-named the Pebble
Limited Partnership. On July 31, 2007 an indirectly wholly-owned subsidiary of
Anglo subscribed for 50% of the equity of the Pebble Limited Partnership which
from August 1, 2007 onwards conducted its business primarily with United States
dollars. The rate of exchange on December 31, 2008, as reported by the Bank of
Canada for the conversion of one Canadian dollar into one United States dollar
(U.S.dollar), was 0.8210.

The following table sets forth (i) the rate of exchange for the
Canadian dollar, expressed in U.S. dollars, in effect at the end of the periods
indicated, (ii) the average of exchange rates in effect on the last day of

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

each month during such periods, and (iii) the high and low
exchange rates during such periods, each based on the noon rate of exchange as
reported by the Bank of Canada for conversion of one Canadian dollar into U.S.
dollars.

|                        |  | Year Ended December 31 | 
|----------------------- |  | ---------------------- | 
|                        |  | 2008                   | 
|Rate at end of period   |  | 0.8210                 | 
|Average rate for period |  | 0.9371                 | 
|High for period         |  | 1.0009                 | 
|Low for period          |  | 0.8100                 | 

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

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


Glossary

In this Annual Information Form (AIF) the following terms
have the meanings set forth herein:

|National Instrument NI 43-101 | The Canadian securities rule which establishes disclosure
      standards for mineral projects by Canadian resource companies.                                                                                                                                                                                                                                                                                                                                     
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Composite Hydrothermal System | Created by hydrothermal process or processes in which
      there is evidence of more than one centre or source of hydrothermal
      fluids, and potentially more than one mineral deposit.                                                                                                                                                                                                                                                                       
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|HDGI                          | Is a reference to Hunter Dickinson Group Inc. (now
      renamed 3537137 Canada Inc.) which is the related party corporation which
      originally held the options to the Pebble Project, and which was acquired
      by the Company to become a 100% subsidiary in fiscal 2006.                                                                                                                                                                                
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Hydrothermal Alteration       | Alteration of rocks or minerals by the reaction of hot,
      or hydrothermal, water with pre-existing (or host) rocks or minerals. The
      products of this reaction may also be a hydrothermal mineral deposit, that
      is, gangue and ore minerals that have been deposited in fractures, faults,
      breccia openings, etc., by replacement or open-space filling from watery
      fluids of 50-700 degrees C temperature and of 1-3 kilobars pressure.

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

|Induced Polarization (IP)
      Survey | A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro- conductivity; IP detects both chargeable,
      pyrite-bearing rock and non- conductive rock that has a high content of
      quartz. It is commonly used to explore for mineralization associated with
      porphyry copper deposits.
|---------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mineral Symbols                          | Au - Gold; Ag - Silver; Al - Aluminum; Cu - Copper; Fe -
      Iron; Mo - Molybdenum; Na - Sodium; O - Oxygen; Pb - Lead; S - Sulphur; Zn
      - Zinc.                                                                                                                                                                                                                                                          
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Porphyry deposit                         | A type of mineral deposit in which ore minerals are
      widely disseminated, generally of low grade but large tonnage.                                                                                                                                                                                                                                                                                         

Resource Category (Classification) Definitions

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

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

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

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

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

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

enough to confirm both geological and grade continuity.

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

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

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

|ITEM 3. | CORPORATE
      STRUCTURE
|------- | -------------------------

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

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

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

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

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

|ITEM 4. | GENERAL DEVELOPMENT OF
      THE BUSINESS
|------- | -----------------------------------------

Three Year History

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

To December 31, 2008, Northern Dynastys aggregate exploration
expenditures on the Pebble Project total approximately $364 million with
acquisition costs of approximately $168 million, bringing the total invested in
the property to approximately $532 million. Of this amount, approximately $180
million (US$171 million) has been funded to the Pebble Partnership by an
affiliate of Anglo American plc (Anglo) and expended in 2007 and 2008.
Northern Dynasty does not have any operating revenue, although currently and
historically it has had annual interest revenue as a consequence of investing
surplus funds pending the completion of exploration programs.

Significant Acquisitions, Dispositions and Group
Reorganization

On July 26, 2007, the Company converted a wholly-owned general
partnership formed in 2006 to hold its Pebble Property interests into the Pebble
Partnership (being a limited partnership), so that an indirect wholly-owned
subsidiary of Anglo could subscribe for 50% of the Pebble Partnership's equity
effective July 31, 2007. Each of the Company and Anglo effectively has equal
rights in the Pebble Partnership through wholly-owned affiliates. The Pebble
Partnership's assets include the shares of two Alaskan subsidiaries which hold
registered title to the Pebble mining claims. To maintain its 50% interest in
the Pebble Partnership, Anglo will be required to make staged cash investments
into the Pebble Partnership aggregating to US$1.425 billion. Although the Pebble
Partnership owns the Pebble Project, the Company does not consider the Anglo
participation to be in the nature of a disposition of its Pebble Project
interests because of Anglos financial contribution requirements described
herein. Immediately prior to July 31, 2007 Northern Dynasty owned, through its
affiliates a 100% working interest in the Pebble project subject to a small net
profits royalty held by a predecessor-in-interest on a portion of the Pebble
Project lands.

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

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

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

partners will be equally responsible to fund the Pebble
Partnership operations in connection with the Pebble Project going forward.

|ITEM 5. | DESCRIPTION OF
      BUSINESS
|------- | -----------------------------

The Pebble Project

The following is a description of the Pebble Project at
December 31, 2008.

The Pebble Project is Subject to Alaska Laws

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

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

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

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

Historical Acquisition Agreements (2001-2006)

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

The Company was assigned the 80% interest together with the
right to acquire HDGIs remaining 20% contractual interests in these option
agreements in consideration of the Company reimbursing HDGIs costs of $584,655
in connection with the options, which included the staking of 134 claims to
expand the property and 30 kilometers of induced polarization surveying over the
new claims, and agreeing to pay for HDGIs 20% share of costs in respect to the
Pebble property. The Resource Lands Option was extended by one year in an
agreement dated December 19, 2002 under which the Company issued to Teck Cominco
200,000 shares for the extension. Pursuant to the Resource Lands Option the
Company had the right to purchase the 36 claims of the Resource Lands, subject
to HDGIs 20% carried interests, by paying

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

Teck Cominco US$10 million in cash or shares prior to November
30, 2004, which it did on November 23, 2004 by the issuance of 1,772,775 shares
to Teck Cominco (total value of $11,788,621). Teck Cominco had the right for 180
days to elect whether to require the Company to manage the resale of these
shares (NDM Resource Lands shares) in a manner where Teck Cominco would be
guaranteed the US$10 million in resale proceeds net of any excess or deficiency
adjustments. The actual adjusted amount was US$9,938,600.

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

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

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

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

On May 31, 2006, the Company acquired 100% of the outstanding
common shares of HDGI for purchase price of 14,002,268 common shares of the
Company. The agreed number of shares was based on negotiations between the
Company, represented by a Special Committee of the Board of Directors, and HDGI
with reference to an independent valuation of the carried interests performed by
Ross Glanville & Associates Ltd in March 2005. Both parties agreed to a
valuation of $6.37 per share, based upon the issuance of 14,002,268 common
shares, as representing the fair value of the 20% carried contractual

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

interest. The valuation report was publicly filed on SEDAR at
www.sedar.com. The TSX Venture Exchange and
the NYSE Amex accepted the acquisition transaction. Upon completion of the
acquisition of HDGI, the Company, through two 100% owned Alaska subsidiaries,
owned 100% of the Pebble Project (subject only to the Teck Cominco net profits
interest in the Exploration Lands portion of the property). From September 30,
2006 the Pebble Project interests were held by a general partnership consisting
of HDGI and the Company which partnership held the claims through two Alaskan
subsidiary nominee title companies.

2006 Equity Purchase by Rio Tinto Affiliate

In 2006, the Company issued 8,745,845 common shares in
connection with a share purchase agreement with Kennecott Canada Exploration
Inc. (Kennecott) for $10.00 per share for proceeds of approximately $87
million. Kennecott received a right of first refusal to participate in up to 50%
of future share placements by the Company, subject to customary exceptions,
until Kennecott reaches 19.9% of the Companys outstanding share capital. In
January 2007, Northern Dynasty was advised by Galahad Gold plc (Galahad), a
significant shareholder of the Company that QIT-Fer Et Titane Inc., an affiliate
of Rio Tinto, agreed to purchase 9.4 million shares of Northern Dynasty from
Galahad at a price of $10 per share. The share purchase, which closed February
1, 2007, increased Rio Tintos indirect ownership in Northern Dynasty to
approximately 19.79% at the time. Currently, the holding represents
approximately 19.6% .

Limited Partnership with Anglo American

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

Anglos staged investment requirements include an initial
minimum expenditure of US$125 million to be expended towards a prefeasibility
study (funding completed as of 2008), plus a requirement to fund additional
expenditures approved by the board of the general partner (Pebble Mines Corp.)
unless Anglo elects to terminate its rights and relinquish all its interests in
the Pebble Partnership. After the completion and approval by the general partner
of the prefeasibility study, Anglo is required, in order to retain its 50%
interest in the Pebble Partnership, to commit to further expenditures which will
bring its total investment to at least US$450 million which amount is to be
expended in producing a final feasibility study and in related activities, the
completion of which is expected to take the Pebble Partnership to a production
decision. Upon an affirmative decision by the Pebble Partnership to develop a
mine, Anglo is required to commit to the remainder of the total investment of
US$1.425 billion in order to retain its interest in the Pebble Partnership.
Following completion of the US$1.425 billion expenditure, any further
expenditure will be funded by Anglo and Northern Dynasty on a 50:50 basis
(subject to dilution for non-contribution). If the feasibility study is
completed after 2011, Anglos overall funding requirement increases from
US$1.425 billion to US$1.5 billion. The Pebble Partnership agreement provides
for equal project control rights with no operators fees payable to either
party. Anglos cash contributions to the Pebble Partnership from August 1, 2007
to December 31, 2008 amounted to $194 million (US$184 million) (for exploration
related activities $180 million and project support activities $14 million
respectively) and have been recorded as a non-controlling interest in the Pebble
Partnership.

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

Under the Pebble Partnership Agreement and applicable tax
regulations, neither the Company nor its affiliated general partnership will be
entitled to the benefits for tax purposes of the expenditures incurred by the
Pebble Partnership from Anglos investment, as these benefits accrue exclusively
to Anglo under the Pebble Partnership Agreement and applicable tax
regulations.

2008-2009 Secondary Market Purchases by Mitsubishi
Corporation

On February 14, 2008, the Company was advised that Mitsubishi
Corporation had acquired an aggregate of 8,296,108 shares in the open market for
a total shareholding in Northern Dynasty of 9.0% . Further purchases of common
shares in the Company were made by Mitsubishi Corporation increasing its
shareholding to 10,179,800 common shares or 11% as of March 11, 2009 based on
filings made with the United States Securities and Exchange Commission.

Recent Operations

As a consequence of work done by Northern Dynasty between 2002
and 2007, and the Pebble Partnership in 2007 and 2008, the primary area of
mineralization identified at the Pebble Project is the Pebble Deposit.
Previously considered to be two deposits, Pebble West and Pebble East are now
respective zones within the Pebble Deposit. This integrated model for the entire
Pebble deposit allows for comprehensive mine planning and other deposit
benchmarking.

The Pebble Partnerships 2008 work program involved exploration
drilling in the Pebble East area, and the continued collection of environmental
and socioeconomic data and ongoing engineering studies to advance the project.
The drilling component of the 2008 program consisted of approximately 179,300 ft
(54,560 m), of which approximately 119,300 ft (36,360 m) were directed toward
infill and delineation.

Location, Access and Property Description

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

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

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

The property forms a continuous block consisting of 1,335 located Alaska State mineral claims totaling  39,900 hectares (98,600 acres).  Permits required for work in 2009 have been received. The miscellaneous land use permit for hardrock exploration and reclamation activities has been appealed by a non profit public interest law firm.

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



Topography and Climate

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

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

Exploration History

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

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

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

During 2002, Northern Dynasty drilled 68 holes totaling 37,327
ft (11,350 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 West Zone. Some 86% of Teck Comincos drill
core from the Pebble West Zone was relogged and a sectional geological model was
completed. Based on this model, the Pebble West Deposit resource was estimated.
Surface work included an 18.5 -line-km ground magnetometer survey; a 328-sample
soil geochemical survey and a few man-days of geological traverses.

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

In 2003, Northern Dynasty drilled 58 holes totaling 64,730 ft
(19,730 m) to define higher-grade portions in the Pebble West Zone and 9 holes
totaling 6,520 ft (1,990 m) to test four other prospective zones on the
Property, as well as limited surface exploration. The 2003 drilling continued to
indicate the presence of substantial porphyry mineralization at the 38 Porphyry
Deposit. Drilling at the 37 Skarn Deposit intersected moderate gold and copper
values; further work is necessary to fully determine the potential of the skarn
mineralization. A new independent estimate of the Pebble West Zone was done in
February 2004, increasing the inferred mineral resources to 2.74 billion tonnes
grading 0.55% copper-equivalent1(0.27% copper 0.30 g/t gold, and
0.015% molybdenum above a cut-off grade of 0.30%
copper-equivalent1.

In November 2004, a preliminary economic assessment of the
Pebble Project was done based on the early 2004 resource estimate for the Pebble
West Zone. The Preliminary Assessment was prepared in order to provide guidance
for the ongoing engineering work.

The 2004 program involved collection of engineering,
environmental and socioeconomic data required for the completion of feasibility
studies. The program encompassed approximately 130,000 ft (40,000 m) of
drilling, including holes to establish measured and indicated resources in the
Pebble West Zone and others to collect geotechnical, metallurgical and
hydrological data to use for mine planning. Some exploratory drilling for new
zones and unexplored targets was also done and enabled the Company to complete
the 60,000 ft of drilling required to exercise its option on the Exploration
Lands. The estimated mineral resources in Pebble West included 3.026 billion
tonnes in the measured and indicated category grading 0.56% copper equivalent
(0.28% copper, 0.32 g/t gold and 0.015% molybdenum) and 1.13 billion tonnes in
the inferred category grading 0.50% copper equivalent (0.24% copper, 0.30 g/t
gold and 0.014% molybdenum) at a 0.3% copper equivalent cut-off.

In 2005, Northern Dynasty completed surface mapping of the
Exploration Lands at a scale of 1:10,000, and drilled 128,970 ft of core in the
Pebble Resource Lands and 33,531 ft of core in the Exploration Lands (23,540 ft
of in 15 holes adjacent to the Pebble Resource Lands, 9,112 ft in 53 engineering
holes,

___________________________________1Copper
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 copper, gold 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)

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| |  14  | Annual Information Form
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and 879 feet in Hole 5308 in the southwestern part of the
Exploration Lands). This drilling led to the discovery of a significant, new
porphyry centre on the eastern side of the Pebble West Zone beneath a cover of
Tertiary rocks that apparently thickens to the east, and further drilling
expanded and deepened the Pebble East Zone. The furthest east hole (5333)
intersected a long interval of Tertiary rocks and did not reach the
Tertiary-Cretaceous contact, suggesting the presence of a northeast-trending
graben along the southeast side of the Pebble East Zone. An initial estimate of
the inferred mineral resource in Pebble East in early 2006 was 1.82 billion
tonnes grading 0.60% copper, 0.37 g/t gold and 0.038% molybdenum at a 0.60%
copper equivalent cut-off.

In 2006, Northern Dynasty drilled 73,700 ft (22,460 m) of core
in 19 exploration holes and 3,200 ft (975 m) of core in 11 geotechnical holes in
the Pebble East Zone. Fourteen percussion holes were also drilled for
groundwater studies. Exploration drilling expanding the deposit to a north-south
strike length exceeding 7,000 ft (2,100 m), and over a width exceeding 4,000 ft
(1,220 m); intersected grades consistently exceeded 1% copper equivalent. The
inferred mineral resources in the Pebble East Zone at year end were estimated to
be 3.4 billion tonnes grading 0.57% copper, 0.36 g/t gold and 0.036% molybdenum
at a 0.60% copper equivalent cut-off. The engineering effort was focused on
collection of data to support the preparation of an integrated development plan
with the Pebble West Zone. The main areas in which analysis continued during the
year were geotechnical evaluations of the surface soil deposits in the vicinity
of potential tailings storage sites; analysis of power supply options;
collection of geotechnical and hydrogeological data to support design of a
potential underground mine at Pebble East; initial evaluation of bulk
underground mining options for Pebble East, with a focus on determining
potential mining rates and development scenarios; and initial scoping-level
metallurgy on Pebble East and collection of samples for a metallurgy program in
2007.

In 2007, drilling continued to focus on the Pebble East Zone. A
total of 151,500 ft (46,115 m) of delineation drilling in 34 holes extended
Pebble East to the northeast, northwest, south and southeast, but it remained
open in these directions and also to the east in the East Graben. An updated
estimate of the mineral resources was prepared by technical consultants to the
Pebble Limited Partnership, increasing the inferred mineral resources at Pebble
East by 14%. Engineering work was focused on collection of additional site and
underground geotechnical data to support ongoing mine design work; completion of
metallurgical testwork on Pebble East to optimize conventional processing
systems and designs; continuation of assessments of the major infrastructure
elements (access road, port and power) in order to establish the optimum
alternatives and designs for these Project components; and assessment of
potential project mine plans that would extract portions of the extensive
mineral resources available to determine likely scenarios for the prefeasibility
study. Engineering and environmental drilling included 10,170 ft (3,100 m) in 9
metallurgical holes in Pebble West, and 4,270 ft (1,300 m) in 26 engineering
holes and 1,800 ft (560 m) in 47 percussion holes for monitoring wells across
the district. An updated resource estimate on Pebble East based on the 2007 work
was announced in March 2008. Estimated inferred mineral resources at a 0.6%
copper equivalent cut-off was 3.9 billion tonnes grading 0.99% copper
equivalent2 (0.58% copper, 0.36 g/t gold and 0.033% molybdenum).

Property Geology

The Pebble property encompasses the eastern and southern
margins of the approximately 200 square km in size, Late Cretaceous (89.7 Ma) in
age, tonalite-granodiorite Kaskanak Batholith (medium to coarse grained igneous
rocks of intermediate composition, covering a large area), and the adjacent
Jurassic-Cretaceous sedimentary and interbedded volcanic rocks that the
batholith had intruded. On the east side of the batholith, a northeast-trending
structural corridor is marked by a linear cluster of multi-phased,
compositionally and texturally variable, irregular stocks, sills, dikes and
breccia bodies (igneous bodies

__________________________________2Copper
equivalent calculations use metal prices of US$1.80/lb for copper, US$400/oz for
gold, and US$6.00/lb for molybdenum.

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

that are relatively small and circular, flat-lying, linear and
structurally shattered, respectively) that are associated with and were formed
slightly earlier than the batholith. Numerous copper-gold mineral occurrences,
including the large Pebble copper-gold-molybdenum deposit and the Thirty-Eight
porphyry copper-gold-molybdenum deposit, are related to this diverse group of
intrusions (coarse grained igneous rocks).

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

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

Mineralization

Mineralization, consisting principally of pyrite, chalcopyrite
and molybdenite, occurs in zones of strong potassium-silicate alteration in and
disseminated adjacent to quartz-vein stockworks in all rock types. It is
strongest in and near the upper parts of the granodiorite stocks, especially in
diorite sills, and in a major granodiorite sill. In the Pebble West area, the
gold/copper ratio is about 1.2 g/t gold to 1% copper. The copper/molybdenum
ratio is about 20/1. At Pebble East, the gold/copper ratio is more variable,
generally being between 0.5 and 1.0 with some zones much lower than this and a
few 10 ft (3 m) intervals with gold values from 30-65 g/t and copper values less
than 1%. The copper/molybdenum ratio ranges widely.

Copper-gold-molybdenum mineralization extends over a known 3.9
km by 2.9 km area (2.4 mi by 1.4 mi) and to a depth of 2,000 ft (610 m) in the
Pebble West area and to a depth of 5,000 ft (1,525 m) in the Pebble East area.

Significant amounts of high-grade copper minerals
(predominantly bornite) were intersected in the four northernmost holes drilled
in 2006 and also in four holes near the southernmost area drilled. The presence
of significant bornite mineralization in these holes indicates their proximity
to mineralizing centers which are open to extension.

Estimates of Mineralization

An overall estimate of the mineral resources within the Pebble
Deposit has been completed, based on a database of results from 476 holes
completed to July 2008. The mineral resources are reported within a defined
volume and at various copper equivalent (CuEQ) cut-off grades as presented
below. The estimate was prepared by technical consultants to the Pebble
Partnership and audited for Northern Dynasty by industry leading geological and
mining consultants at Scott Wilson Roscoe Postle Associates Inc., under the
direction of David W. Rennie, P. Eng., who is the Qualified Person for the
estimate.

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


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| |  16  | Annual Information Form
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Table 1a Pebble Measured and Indicated Mineral
      ResourcesCut-off (% CuEQ)
    CuEQ (%)
    Tonnage (Mt)
    Cu (%)
    Au (g/t)
    Mo (ppm)
    Cu (Blb)
    Au (Moz)
    Mo (Blbs)Measured0.3
    0.62
    526
    0.33
    0.35
    178
    3.8
    5.9
    0.210.4
    0.63
    499
    0.34
    0.36
    181
    3.7
    5.7
    0.200.5
    0.68
    393
    0.37
    0.39
    190
    3.2
    4.9
    0.160.6
    0.76
    239
    0.42
    0.43
    207
    2.2
    3.3
    0.111.0
    1.14
    21
    0.64
    0.63
    305
    0.3
    0.4
    0.01Indicated0.3
    0.78
    4,570
    0.44
    0.35
    265
    44.6
    51.3
    2.670.4
    0.83
    4,120
    0.48
    0.37
    273
    43.2
    48.7
    2.480.5
    0.9
    3,487
    0.52
    0.39
    287
    40.1
    44.2
    2.200.6
    0.98
    2,851
    0.57
    0.42
    307
    36.1
    38.2
    1.931.0
    1.28
    1,135
    0.79
    0.53
    340
    19.8
    19.3
    0.85


Measured + IndicatedCut-off (% CuEQ)
    CuEQ (%)
    Tonnage (Mt)
    Cu (%)
    Au (g/t)
    Mo (ppm)
    Cu (Blb)
    Au (Moz)
    Mo (Blbs)0.3
    0.77
    5,096
    0.43
    0.35
    256
    48.5
    57.2
    2.870.4
    0.81
    4,619
    0.46
    0.37
    263
    46.9
    54.4
    2.680.5
    0.88
    3,880
    0.51
    0.39
    277
    43.3
    49.0
    2.370.6
    0.96
    3,090
    0.56
    0.42
    300
    38.3
    41.5
    2.041.0
    1.27
    1,156
    0.79
    0.53
    340
    20.1
    19.7
    0.87


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


Table 1b Pebble Inferred Mineral
      ResourcesInferredCut-off (% CuEQ)
    CuEQ (%)
    Tonnage (Mt)
    Cu (%)
    Au (g/t)
    Mo (ppm)
    Cu (Blb)
    Au (Moz)
    Mo (Blb)0.3
    0.55
    3,968
    0.27
    0.29
    220
    23.7
    36.9
    1.920.4
    0.71
    2,267
    0.37
    0.35
    260
    18.6
    25.5
    1.300.5
    0.84
    1,518
    0.47
    0.40
    282
    15.6
    19.3
    0.940.6
    0.93
    1,160
    0.53
    0.43
    303
    13.4
    16.0
    0.771.0
    1.24
    413
    0.74
    0.50
    400
    6.7
    6.6
    0.36


Notes to Tables:

|1. | CIM definitions were followed for classification of
      Mineral Resources.                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                  
|2. | The mineral resources fall within a volume or shell
      defined by metal price estimates of US$2.50/lb for copper, US$900/oz for
      gold and US$25/lb for molybdenum                                        
|   |                                                                                                                                                                                                                  
|3. | Mineral Resources are estimated at cut-off grades based
      on copper equivalence. The copper equivalence was calculated using metal
      prices of US$1.80/Cu, US$800/oz Au, and US$10/lb Mo.
  Metallurgical

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

|   | recoveries were applied in the CuEQ calculation. The
      recovery factors for the Pebble West area were 91% Cu, 75% Au, and 91% Mo,
      and for the Pebble East area were 93% Cu, 80% Au, and 94% Mo. Revenue was
      calculated for each metal based on grades, recoveries and selected metal
      prices; accumulated revenues were then divided by the revenue at 1%
      copper. Recoveries for gold and molybdenum were normalized to the copper
      recovery, as shown below: CuEQ (Pebble West) = Cu % + (Au g/t x 75%/91% x
      25.72/39.68) + (Mo % x 90%/91% x 220.46/39.68) CuEQ (Pebble East) = Cu % +
      (Au g/t x 80%/93% x 25.72/39.68) + (Mo % x 94%/93% x
  220.46/39.68).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | For bulk underground mining, cut-offs such as 0.60% CuEQ,
      are typically used for porphyry deposit bulk underground mining operations
      at copper porphyry deposits located around the world. A 0.30% CuEQ cut-
      off is considered to be comparable to that used for porphyry deposit open
      pit mining operations in the Americas. All mineral resource estimates and
      cut-offs are subject to feasibility studies that have not yet been
      completed for the Project.                                                                                                                                                                                                        

Cut-off information:

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

Breakeven operating costs:

Mining
    $0.87/tonne minedProcessing
    $2.51/tonne mineralizationG&A, Maintenence, Environmental etc
    $0.79/tonne mineralizationOPERATING COST
    $4.17/tonne mineralizationRealization Costs (~$165/t conc)
    $1.65/tonne mineralizationTOTAL OPERATING COST
    $5.82/tonne mineralization


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

| | CuEQ% = Cu% + (Au g/t * Au$/g / Cu$/%) + (Mo% *
      Mo$/% / Cu$/%)
| | --------------------------------------------------------------------
| | where:                                                              
| |                                                                     
| |                                                                     

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

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

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

Pebble East (Underground Bulk Mining Scenario)

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

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

For all the Pebble Partnership drilling programs, core is boxed
at the drill rig and transported daily by helicopter to the secure core logging
facility in Iliamna, Alaska, where it is geologically logged and digital
photographs of each box of core taken prior to sampling. These images are
archived on electronic

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

data storage disk, and provide an indication and record of the
core recovery and rock quality. Sampling is performed by mechanically splitting
the core in half lengthwise. The remaining half core is returned to the core
boxes and is stored at a secure Iliamna facility. Samples are placed in bags and
stored in a locked aircraft hangar prior to shipping via twice-weekly scheduled
air service to Anchorage. From Anchorage, the samples are taken by commercial
surface transport to sample preparation laboratories in Fairbanks, Alaska.

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

Sampling and analytical procedures at Pebble prior to 2007 are
described in the 2007 technical report. Procedures in 2008 are shown in the flow
chart below:



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

Recent Exploration  2008 Program

Drilling

A major drilling program was completed at Pebble during 2008.
The emphases of the program were to continue delineation of the Pebble East
Zone, upgrade the classification of a portion of the Pebble East Zone Mineral
Resource, obtain metallurgical samples in the Pebble West Zone, and obtain
engineering data in areas of potential infrastructure across the district to
provide information for prefeasibility studies.

Approximately 179,000 ft (54,650 m) of core drilling was
completed for the following purposes:

- Delineation and Infill (119,300 ft): The primary objective of this drilling
  was to expand and delineate the boundaries of mineralization in the Pebble
  East Zone, and to increase the density of drilling within the area of known
  mineralization by infill between previously drilled holes.
- Metallurgical (14,500 ft): The primary objective of this drilling was to
  obtain material for metallurgical and comminution testwork.
- Engineering and Hydrology Drilling (41,670 ft cored and 6,750 ft rotary).
  The primary objective of this drilling was to obtain geotechnical information
  on overburden in areas of possible infrastructure development. Additional
  purposes for some of these holes included sampling of ground water,
  installation of piezometers for monitoring of groundwater, and determination
  of rock type in underlying bedrock.
- Geotechnical Data Acquisition. Two additional types of geotechnical studies
  and surveys were applied to selected delineation and infill drill holes. This
  information was acquired from oriented core and acoustic logging of these
  holes.

Engineering Studies

Engineering work in 2008 focused on the following areas:

- Collection of additional site and underground geotechnical data to support
  ongoing design work;
- Continuation of metallurgical testwork on both Pebble West and Pebble East
  to optimize conventional processing systems and designs;
- Continuation of assessments of the major infrastructure elements (access
  road, port and power) in order to establish the optimum alternatives and
  designs for these project components; and
- Assessment of potential project mine plans that would extract portions of
  the extensive mineral resources available to determine likely scenarios for
  the prefeasibility study.

Pebble East Geotechnical Data

The Pebble East geotechnical data collection program is
directed by an internationally recognized independent consultant. The objective
of this program is to collect geotechnical data to support design of an
underground mine in the Pebble East Zone.

The program consists of data collection and analysis of
standard geotechnical parameters from all core holes, detailed logging of
oriented core from one of the exploration rigs, and down-hole logging using an
acoustic probe. A program to collect surface geotechnical data commenced early
in the second quarter.

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

This program is intended to collect supplemental data for the
design of site infrastructure, tailings and water management systems. The
program was completed in mid October.

Metallurgy and Comminution Testwork

The metallurgical test program for the Pebble Project,
initiated in 2004, continued through 2008 with testing of drill core samples
from both the Pebble East and West Zones.

The extensive batch and lock cycle flotation testwork on Pebble
East samples in 2008 confirmed the suitability of a conventional flowsheet
consisting of rougher and scavenger flotation, regrinding of concentrate, and
cleaner flotation using pH control for copper/pyrite separation. As a follow-up
to previous Pebble West test programs, tests were conducted on fresh Pebble West
drill core samples for evaluation of the optimum flowsheet for the Pebble West
mineralization, particularly with regards to its response to the flowsheet
established for the Pebble East mineralization. As well, Pebble West and Pebble
East composite blends were tested to quantify the response of blends of both
deposits to the selected flowsheet, and to identify any changes to process
variables that may be required. Concepts for the design and operation of the
grinding circuits for the Pebble Project are determined from comminution test
work. Estimates of Bond work indices have been determined on drill core material
from both the Pebble West and Pebble East Zones. Additional testwork is planned
as input to ongoing comminution circuit design and estimation of power draw.

Additional sampling was completed in 2008 and testwork on these
and previously collected samples is planned and with the likely result that as
the metallurgical understanding evolves, so will the anticipated metallurgical
recoveries. Other objectives for future testwork are to quantify metallurgical
efficiencies across the deposit for geo-metallurgical mapping, to define
downstream recovery streams, in particular copper-molybdenum separation, and to
finalize process design criteria.

Integrated Engineering Studies

A significant round of engineering studies commenced in 2008,
with the intent of updating work conducted on Pebble West in 2005 and to assess
the effect of including Pebble East in the mine plan. These studies both build
on the 2005 work, and involve re-evaluation of aspects such as primary
infrastructure, process flowsheet, site layout, mining plans and throughput
rates.

Environmental and Socioeconomic Programs

Environmental and socioeconomic baseline data studies have now
been completed for five consecutive years. In addition, environmental baseline
information that was collected by the prior operator has been obtained to expand
the database.

Comprehensive environmental and socioeconomic base-line study
programs continued in 2008, with the objectives of collecting data in the Pebble
East area and comparing annual variability. This data provides a foundation for
the sound environmental design of the project and preparation of state and
federal permit applications in future years. The primary areas of focus of the
2008 field programs were water, aquatic habitat/fish resources, terrestrial
habitat/wildlife resources, wetlands, and subsistence/traditional use.

---

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

Seventy-eight holes were drilled for environmental data
collection purposes during the year. These holes are testing the resource and
planned infrastructure areas to map out groundwater flow regimes and to
understand groundwater chemistry.

The environmental baseline document remains on schedule to be
finalized in 2010. This document will be submitted with permit applications,
targeted for 2010, once mine engineering and a proposed development plan is
completed. The permitting process for the Pebble Project under the National
Environmental Policy Act is expected to take three or more years.

Cultural Studies

Archaeological studies have been carried out on all areas that
might be disturbed by the project, with the exception of possible road and port
locations. Examination of the road and port sites are not expected until 2009 or
later, once a decision is made regarding the exact location of these project
features.

Community Engagement

Hundreds of public meetings and project presentations were
conducted throughout the region and around the state in 2008, as well as some 50
stakeholder tours of the Pebble Project site and operating mines in Alaska and
other jurisdictions. In addition, the Keystone Center  a non-profit
organization that specializes in developing stakeholder dialogue processes  has
agreed to work with the Pebble Partnership to design and facilitate an
independent, stakeholder-driven dialogue process around the Pebble Project to
begin in 2009. It is envisaged that the program will include recruitment of
independent technical and scientific experts to review the Pebble Partnerships
work and serve as a credible and objective arbiter for project stakeholders.

The Pebble Partnership has a number of other initiatives
underway to enhance stakeholder relationships. This includes investment in
community socio-economic development programs like the Pebble Fund for
Sustainable Bristol Bay Fisheries & Communities a five-year, $5
million endowment to enhance the health and sustainability of regional fisheries
and the communities they support. It also includes the

Pebble Project Pre-Permitting Environmental &
Socio-Economic Data Release Series a voluntary initiative to share the
preliminary findings of the Pebble Partnerships comprehensive environmental
study program with project stakeholders prior to the beginning of project
permitting.

Workforce development and education efforts planned for 2009
include additional training in the areas of equipment operations, health, safety
and environment, and other areas. College scholarship programs for high school
students are also being continued. Contract and full-time personnel working at
the Pebble Project site near Iliamna, Alaska peaked at 232 in 2008. Some 130
individuals from local communities worked on the project in 2008.

---

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

2009 Program

A US$59 million program has been approved for 2009. The purpose
of the program is to advance a Prefeasibility Study and prepare the Pebble
Project for permitting in 2010, and includes:

- a site investigation program to undertake resource drilling and support
  environmental studies;
- an engineering program to finalize trade-off studies in preparation for the
  completion of a Prefeasibility Study in 2010;
- an environmental study program to continue baseline data collection in key
  areas (e.g. hydrology, water quality, fish resources), and to compile and
  analyze collected data from previous years toward the completion of the
  Environmental Baseline Document in 2010;
- a public affairs program to engage communities and project stakeholders,
  and to advance initiatives in the areas of workforce development, business
  development and public education; and
- corporate and administrative costs.

These approved expenditures are expected to be supplemented by
additional engineering and site investigation activities in the latter half of
2009, including geotechnical and metallurgical drilling.

**Risk Factors**

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

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

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

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

Northern Dynasty has included mineral resource estimates that
have been made in accordance with National Instrument 43-101. These resources
estimates are classified as measured resources, indicated resources and
inferred resources. Northern Dynasty advises investors that while these terms
are mandated by Canadian securities administrators, the U.S. Securities and
Exchange Commission does not

---

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

recognize these terms. Investors are cautioned not to assume
that any part or all of mineral deposits classified as measured resources or
indicated resources will ever be converted into ore reserves.

Further, inferred resources have a great amount of
uncertainty as to their existence, and economic and legal feasibility. It cannot
be assumed that all or any part of an inferred mineral resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or prefeasibility
studies, except in rare cases. Investors are cautioned not to assume that
part or all of an inferred resource exists, or is economically or legally
mineable.

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

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

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

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

Northern Dynastys consolidated financial statements have been
prepared on the basis that Northern Dynasty will continue as a going concern. At
December 31, 2008, Northern Dynasty had working capital of approximately $47
million, which is sufficient to fund its operations in fiscal 2009. Northern
Dynastys continuing operations and the underlying value and recoverability of
the amounts shown for mineral property interests are entirely dependent upon the
existence of economically recoverable mineral reserves, the ability of the
Company to finance the completion of the exploration and development of the
mineral property interests, obtaining the necessary permits to mine, and on
future profitable production. Furthermore, failure to continue as a going
concern would require that Northern Dynasty's assets and liabilities be restated
on a liquidation basis which would likely differ significantly from their going
concern assumption carrying values.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The market price of a publicly traded stock, especially a
resource issuer like Northern Dynasty, is affected by many variables in addition
to those directly related to exploration successes or failures. Such factors
include the general condition of 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 Companys common shares

---

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

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.

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

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

|ITEM 6. | DIVIDENDS
|------- | ---------

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

|ITEM 7. | DESCRIPTION OF CAPITAL
      STRUCTURE
|------- | --------------------------------------

Northern Dynastys share capital consists of one class only,
namely common shares without par value, of which an unlimited number of shares
are authorized and 92,543,639 common shares without par value were issued and
outstanding as fully paid and non-assessable as of December 31, 2008. As of
March 27, 2009, there were 92,628,877 common shares issued and outstanding as
fully paid and non-assessable. The accompanying audited consolidated financial
statements provide details of all share issuances effected by Northern Dynasty
and the issue price per share since January 1, 2007.

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

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

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

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

|ITEM 8. | MARKET FOR
      SECURITIES
|------- | ---------------------------

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

|               |  | Toronto Stock Exchange |  |  | NYSE Amex | 
|-------------- |  | ---------------------- |  |  | --------- | 
|               |  |                        |  |  |           | 
|               |  |                        |  |  |           | 
|               |  | High                   |  |  | Low       | 
|               |  | (Cdn$)                 |  |  | (Cdn$)    | 
|Monthly        |  |                        |  |  |           | 
|December 2008  |  | 4.75                   |  |  | 3.05      | 
|November 2008  |  | 4.36                   |  |  | 2.51      | 
|October 2008   |  | 4.57                   |  |  | 1.92      | 
|September 2008 |  | 6.84                   |  |  | 4.22      | 
|August 2008    |  | 7.41                   |  |  | 4.97      | 
|July 2008      |  | 8.92                   |  |  | 6.75      | 
|June 2008      |  | 9.85                   |  |  | 8.10      | 
|May 2008       |  | 10.21                  |  |  | 9.14      | 
|April 2008     |  | 10.60                  |  |  | 9.08      | 
|March 2008     |  | 12.42                  |  |  | 9.40      | 
|February 2008  |  | 12.40                  |  |  | 9.89      | 
|January 2008   |  | 13.70                  |  |  | 9.58      | 

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

|ITEM 9. | ESCROWED
      SECURITIES
|------- | -------------------------

There are no shares of Northern Dynasty held in escrow.

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

|ITEM 10. | DIRECTORS AND
      OFFICERS
|-------- | ----------------------------

The names and municipalities of residence of the directors and
officers of the Company, their principal occupations during the past five years,
and the period of time they have served as directors or officers of Northern
Dynasty are as follows. Except where indicated, each director and senior officer
of Northern Dynasty has held the same or similar principal occupation with the
organization indicated or a predecessor thereof for the last five years. The
number of common shares of the Company beneficially owned by each, directly or
indirectly, or over which each exercised control or direction, as at March 27,
2009.

Name, Position and Country of
      Residence
    Period a Director of Northern
      Dynasty
    Securities Beneficially Owned or
      Controlled(10)David J. Copeland Director Vancouver,
      British Columbia
    Since June 1996
    2,056,783 Common Shares 220,000 Options
      (1)Scott D. Cousens Director Vancouver,
      British Columbia
    Since June 1996
    1,184,133 Common Shares 220,000 Options
      (1)Robert A. Dickinson Chairman of the Board
      and Director Lions Bay, British Columbia
    Since June 1995
    3,420,083 Common Shares(9)309,000 Options (2)David Elliott Director Vancouver,
      British Columbia
    Since July 2004
    13,000 Common Shares 240,000 Options
      (1)(3)Gordon J. Fretwell Director West
      Vancouver, British Columbia
    Since July 2004
    Nil Common Shares 240,000 Options
      (1)(3)Russell E. Hallbauer Director West
      Vancouver, British Columbia
    Since April 2008
    125,600 Common Shares 157,500 Options
      (3)(4)Wayne Kirk Director 
      Orcas Island, Washington
    Since July 2004
    20,000 Common Shares 340,000 Options
      (5)Stephen Scott Director West
      Vancouver, British Columbia
    Since November 2007
    NilMarchand Snyman Chief Financial Officer
      and Director North Vancouver, British Columbia
    Since August 2008
    40,000 Common Shares 185,000
      Options(6)Ronald W. Thiessen President, CEO and
      Director West Vancouver, British Columbia
    Since November 1995
    2,095,838 Common Shares 331,500 Options
      (7)Trevor Thomas Secretary Vancouver,
      British Columbia
    Since February 2008
    5,000 Common Shares 74,560 Options
      (8)


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

|Notes: |                                                                                                                                                                                                                                                                                                                                            
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.     | Messrs. Copeland, Cousens, Elliott, and Fretwell each
      hold options to purchase 220,000 Common Shares at $5.00 per share expiring
      on February 2, 2014.                                                                                                                                                                          
|2.     | Mr. Dickinson holds options to purchase 309,000 Common
      Shares at an exercise price of $5.00 per share expiring on February 2,
      2014.                                                                                                                                                                                            
|3.     | Messrs. Elliot, Fretwell and Hallbauer each hold options
      to purchase 20,000 Common Shares at an exercise price of $3.00 per share
      expiring on October 27, 2013                                                                                                                                                                 
|4.     | Mr. Hallbauer holds options to purchase 137,500 Common
      Shares at $5.00 per share expiring on February 2, 2014.                                                                                                                                                                                                                       
|5.     | Mr. Kirk holds options to purchase 40,000 Common Shares
      at an exercise price of $5.35 per share expiring on August 22, 2013,
      30,000 Common Shares at an exercise price of $3.00 per share expiring
      October 27, 2013 and 270,000 Common Shares at an exercise price of $5.00
      per share expiring on February 2, 2014.
|6.     | Mr. Snyman holds options to purchase 50,000 Common Shares
      at an exercise price of $3.00 per share expiring on October 27, 2013 and
      135,000 Common Shares at an exercise price of $5.00 per share expiring on
      February 2, 2014.                                                                                           
|7.     | Mr. Thiessen holds options to purchase 331,500 Common
      Shares at an exercise price of $5.00 per share expiring on February 2,
      2014.                                                                                                                                                                                             
|8.     | Mr. Thomas holds options to purchase 5,060 Common Shares
      at an exercise price of $3.00 per share expiring on October 27, 2011 and
      69,500 Common Shares at an exercise price of $5.00 per share expiring on
      February 2, 2012.                                                                                             
|9.     | Certain of these shares are held by United Mineral
      Services, a private company that is wholly owned by Mr. Dickinson.                                                                                                                                                                                                                
|10.    | Information was derived from insider reporting filings
      available at www.sedi.com.                                                                                                                                                                                                                                                    

At the annual general meeting of the Company held on June 17,
2008, directors listed except for Mr. Marchand Snyman, were re-elected to a
one-year term of office expiring at the next annual general meeting of Northern
Dynasty, which is scheduled for June 2009. Several of the directors serve
together on a number of boards of other publicly listed companies. In February
2008, Mr. Jeffrey Mason resigned from the position of Secretary and from August
1, 2008, from the position of Chief Financial Officer and as a Director of the
Company. Mr. Trevor Thomas was appointed Secretary of the Company in February,
2008 and Mr. Snyman was appointed Chief Financial Officer and Director of the
Company as of August 1, 2008.

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

Based on insider reports filed on www.sedi.ca, as at
March 25, 2009, the above directors and officers beneficially owned, directly or
indirectly, or exercised control or direction over 8,959,437 common shares of
the Company (9.7%), or 11,276,997 common shares on a fully diluted basis (12.2%)
..

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

Committee
    MembershipAudit Committee
    David Elliott Gordon Fretwell Wayne
      Kirk


---

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

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


The mandate of each of these committees is more particularly
described in Northern Dynastys corporate governance Policies and Procedures
manual available on the Companys website at www.northerndynastyminerals.com.

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

DAVID J. COPELAND, P.Eng.  Director

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty
      Minerals Ltd.
    Director
    June
      1996
    PresentAmarc Resources
      Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    September 1996
    September 2004Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    January 2008
    PresentFarallon Resources
      Ltd.
    Director
    December 1995
    PresentGreat Basin Gold
      Ltd.
    Director
    February 1994
    March
      2008Rockwell Diamonds Inc.
    Director
    September 2006
    PresentChief
      Executive Officer
    September 2006
    September 2007Chairman
    September 2007
    PresentTaseko Mines
      Limited
    Director
    March
      1994
    Present


---

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

SCOTT D. COUSENS  Director

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

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

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


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

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June
      1994
    PresentCo-Chairman
    November 2001
    April
      2004Chairman
    April
      2004
    PresentAmarc Resources Ltd.
    Director
    April
      1993
    PresentCo-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    PresentAnooraq Resources Corporation
    Director
    November 1990
    September 2004Director
    October 2004
    PresentChairman
    April
      2004
    September 2004Co-Chairman
    October 2004
    Present


---

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

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


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

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

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

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


---

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

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

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

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

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


---

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

RUSSELL E. HALLBAUER, P.Eng,  Director

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

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

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

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


WAYNE KIRK, LLB - Director

Wayne Kirk is a retired California State Attorney and
Professional Consultant. With over 35 years professional experience Mr. Kirk
also has over 10 years senior executive experience in the mining industry.

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

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

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


---

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

STEPHEN V. SCOTT, CPA  Director

Mr. Scott has over 20 years of experience in the mining
industry, encompassing both international and domestic assignments. He is
currently General Manager Commercial, Rio Tinto Exploration, Project Generation
Group, a position that he has held since 2005. Between 2000 and 2005, he held
other senior managerial positions within the Rio Tinto plc group. Rio Tinto plc
owns, or controls indirectly through affiliates, approximately 19.6% of Northern
Dynasty's outstanding shares. Mr. Scott is not an officer and/or director of any
other public companies.

MARCHAND SNYMAN. CA  Director, Chief Financial
Officer

With over 12 years of progressive experience in the mining
sector, Mr. Snyman was a director of Muratie Investments Pty Limited between
2003 and 2006, an Australian mining consultant providing advisory services to
businesses in Australia, China, South Africa and the USA. Mr. Snyman was General
Manager Corporate Finance and Development for Anglo Platinum Limited, the
world's premier platinum producer from 1999  2002, responsible for managing
diverse projects including joint venture negotiations, corporate tax structures
and offshore corporate operations, having joined Anglo Platinum in 1996 as
Corporate Finance Manager. Prior to that, he was a senior financial advisor for
a multi-modal transportation company in South Africa. He has been Vice
President, Corporate Development for Hunter Dickinson Services Inc. since
2006.

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

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

Company
    Positions Held
    From
    ToContinental
      Minerals Corporation
    Chief
      Financial Officer
    January 2008
    PresentNorthern Dynasty Minerals Ltd.
    Director
    August
      2008
    PresentChief
      Financial Officer
    August
      2008
    Present


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

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

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

---

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

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


---

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

TREVOR THOMAS, LLB  Secretary

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

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


Cease Trade Orders, Bankruptcies, Penalties or
Sanctions

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

Potential Conflicts of Interest

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

|ITEM 11. | PROMOTERS
|-------- | ---------

Not applicable.

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

|ITEM 12. | LEGAL
      PROCEEDINGS
|-------- | -----------------------

None.

|ITEM 13. | INTEREST OF MANAGEMENT
      AND OTHERS IN MATERIAL TRANSACTIONS
|-------- | ----------------------------------------------------------------

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

Hunter Dickinson Services Inc. (HDSI) is a private company
owned equally by eight public companies, one of which is Northern Dynasty. HDSI
has certain directors in common with the Company and provides geological,
corporate development, administrative and management services to, and incurs
third party costs on behalf of, the Company and its subsidiaries on a full cost
recovery basis pursuant to an agreement dated June 1, 2008. Certain members of
the companys senior management are employed by HDSI rather than by Northern
Dynasty directly.

|ITEM 14. | TRANSFER AGENT AND
      REGISTRAR
|-------- | ----------------------------------

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

|ITEM 15. | MATERIAL
      CONTRACTS
|-------- | ------------------------

Other than those already described in this AIF, the Company did
not enter into any material contracts during the fiscal year ended December 31,
2008.

|ITEM 16. | INTERESTS OF
      EXPERTS
|-------- | --------------------------

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

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

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

---

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

|ITEM 17. | ADDITIONAL
      INFORMATION
|-------- | ----------------------------

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

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

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

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

|ITEM 18. | DISCLOSURE FOR COMPANIES
      NOT SENDING INFORMATION CIRCULARS
|-------- | ----------------------------------------------------------------

Not applicable.

|ITEM 19. | CONTROLS AND
      PROCEDURES
|-------- | -----------------------------

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be disclosed by us in
reports that we file or submit under the Exchange Act.

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

---

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

There were no changes in our disclosure controls and procedures
during the fiscal year ended December 31, 2008 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Companys internal control system was designed to provide reasonable assurance
to the Companys management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company, (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company, and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of December 31, 2008 to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

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

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

A.      AUDIT COMMITTEE FINANCIAL
EXPERT

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

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

B.      CODE OF ETHICS

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

C.      PRINCIPAL ACCOUNTANT FEES AND
SERVICES

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

|                      |   | Year ended     |  |   | Year ended     | 
|--------------------- | - | -------------- |  | - | -------------- | 
|                      |   | December       |  |   | December       | 
|Services:             |   | 31,
      2008 |  |   | 31,
      2007 | 
|Audit Fees            | $ | 85,000         |  | $ | 70,000         | 
|Audit-Related Fees(1) |   |               |  |   |               | 
|Tax Fees              |   |               |  |   |               | 
|All Other Fees        |   |               |  |   |               | 
|                      | $ | 85,000         |  | $ | 70,000         | 

|Note:
|-----
|(1)  

From time to time, management of the Company recommends to and
requests approval from the audit committee for audit and non-audit services to
be provided by the Company's auditors. The audit committee routinely considers
such requests at committee meetings, and if acceptable to a majority of the
audit committee members, pre-approves such 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.

|ITEM 21. | OFF BALANCE SHEET
      ARRANGEMENTS
|-------- | ------------------------------------

None.

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

|ITEM 22. | TABULAR DISCLOSURE OF
      CONTRACTUAL OBLIGATIONS
|-------- | ---------------------------------------------------

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


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

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