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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended December 31, 2003 (with other information to June 1, 2004 except where noted)

OR

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

For the transition period from ____________ to ____________

CIK Number 0001164771 
  Commission file number 0-31224

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

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

BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)

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

COMMON SHARES WITHOUT PAR VALUE
  (Title of Class)

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

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

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

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Common Shares without Par Value
  (Title of Class)

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

None

Number of outstanding shares of Northern Dynasty's only class
  of capital stock as on December 31, 2003

31,733,186 Common Shares Without Par Value (the number outstanding
  on June 1, 2004 was 35,185,268).

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

NOT APPLICABLE

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

Item 17 x      Item
  18  ̈

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

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

NOT APPLICABLE

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are, unless otherwise indicated, expressed in Canadian dollars. On June 1, 2004 the Federal Reserve noon rate for Canadian Dollars was US$1.00:C$ 1.3685 (see Item 4 for further historical Exchange
Rate Information).

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TABLE OF CONTENTS

|        |                                                                                    | Page
|------- | ---------------------------------------------------------------------------------- | ----
|        |                                                                                    |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISERS                        | 3   
|        |                                                                                    |     
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 3   
|        |                                                                                    |     
|ITEM 3  | KEY INFORMATION                                                                    | 3   
|        |                                                                                    |     
|ITEM 4  | INFORMATION ON THE COMPANY                                                         | 10  
|        |                                                                                    |     
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS                                 | 29  
|        |                                                                                    |     
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES                                   | 35  
|        |                                                                                    |     
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS                            | 46  
|        |                                                                                    |     
|ITEM 8  | FINANCIAL INFORMATION                                                              | 50  
|        |                                                                                    |     
|ITEM 9  | THE OFFER AND LISTING                                                              | 50  
|        |                                                                                    |     
|ITEM 10 | ADDITIONAL INFORMATION                                                             | 52  
|        |                                                                                    |     
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 66  
|        |                                                                                    |     
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES                       | 67  
|        |                                                                                    |     
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES                              | 67  
|        |                                                                                    |     
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS
      OF SECURITY HOLDERS AND USE OF PROCEEDS | 67  
|        |                                                                                    |     
|ITEM 15 | CONTROLS AND PROCEDURES                                                            | 67  
|        |                                                                                    |     
|ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS,
      ACCOUNTANT FEES, AND EXEMPTIONS             | 68  
|        |                                                                                    |     
|ITEM 17 | FINANCIAL STATEMENTS                                                               | 69  
|        |                                                                                    |     
|ITEM 18 | FINANCIAL STATEMENTS                                                               | 69  
|        |                                                                                    |     
|ITEM 19 | EXHIBITS                                                                           | 69  

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Geological Terms and Mineral Symbols

|Composite  Hydrothermal  System    |  | Created by hydrothermal process
        or processes in which there is evidence of  more than one centre
        or source of hydrothermal fluids, and potentially more  than one
        mineral deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  
|Hydrothermal Alteration            |  | Alteration of rocks or minerals
        by the reaction of hot, or hydrothermal, water  with pre-existing
        (or host) rocks or minerals. The products of this reaction  may also
        be a hydrothermal mineral deposit, that is, gangue and ore minerals 
        that have been deposited in fractures, faults, breccia openings, etc.,
        by  replacement or open-space filling from watery fluids of 50-700o
        C  temperature and of 1-3 kilobars pressure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                  
|Induced Polarization ("IP") Survey |  | A geophysical survey used
        to identify a feature that appears to be different  from the typical
        or background survey results when tested for levels of electro- 
        conductivity; IP detects both chargeable, pyrite-bearing rock and non- 
        conductive rock that has high content of quartz.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                  
|Mineral Resource                   |  | Mineral resource means a
        deposit or concentration of natural, solid, inorganic or fossilized organic
        substance in such quantity and at such greater quality that extraction
        of the material at a profit is currently or potentially possible. "Inferred
        Resource" means the estimated quantity and grade of a deposit, or a part
        thereof, that is determined on the basis of limited sampling, but for
        which there is sufficient geological information and a reasonable understanding
        of the continuity and distribution of metals values to outline a deposit
        of potential economic merit. "Indicated Resource" means the estimated
        quantity and grade of a part of a deposit for which the continuity of
        grade, together with the extent and shape, are so well-established that
        a reliable grade and tonnage estimate can be made. "Measured Resource"
        means the estimated quantity and grade of that part of a deposit for which
        the size, configuration and grade have been very well-established by observation
        and sampling of outcrops, drill holes, trenches and mine workings.
|                                  
|Mineral Symbols                    |  | Au - Gold; Ag - Silver; Al
        - Aluminum; Cu - Copper; Fe - Iron; Mo - Molybdenum; Na - Sodium; O -
        Oxygen; Pb - Lead; S - Sulphur; Zn - Zinc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                  
|Porphyry deposit                   |  | A type of mineral deposit
        in which ore minerals are widely disseminated, generally of low grade
        but large tonnage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Currency and Measurement

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

The following measurements may be used.

|Ton |  | Imperial measure equal to 2,000 pounds.
|--- |  | ---------------------------------------

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

Conversion of metric units into imperial equivalents is as follows:

|Metric Units | Multiply by |  | Imperial Units            
|------------ | ----------- |  | --------------------------
|             |             |  |                           
|hectares     | 2.471       |  | = acres                   
|metres       | 3.281       |  | = feet                    
|kilometres   | 0.621       |  | = miles (5,280 feet)      
|grams        | 0.032       |  | = ounces (troy)           
|tonnes       | 1.102       |  | = tons (short) (2,000 lbs)
|grams/tonne  | 0.029       |  | = ounces (troy)/ton       

PART 1

ITEM 1     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
  AND ADVISERS

Not applicable

ITEM 2     OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3     KEY INFORMATION

A.     Selected Financial Data

The following constitutes selected financial data for Northern
  Dynasty Minerals Ltd. ("Northern Dynasty" or the "Company") for the last five
  fiscal years ended December 31, 2003, in Canadian dollars, presented in accordance
  with Canadian generally accepted accounting principles ("GAAP") and United States
  GAAP.

|(C$)                                | As at December 31 |            
|----------------------------------- | ----------------- | -----------
|Balance Sheet Data                  |                   | 2003       
|Total assets according to financial |                   |            
|statements (CDN GAAP) (1)           | $                 | 3,682,646  
|Total Assets (US GAAP) (2)          |                   | 3,682,646  
|Total liabilities                   |                   | 429,722    
|Share capital                       |                   | 21,064,437 
|Deficit (CDN GAAP)                  |                   | (19,499,848
|Deficit (US GAAP)                   | $                 | (19,499,848

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|(C$)                                                      | As at December 31 |           
|--------------------------------------------------------- | ----------------- | ----------
|Period End Balances                                       |                   | 2003      
|(as at)                                                   |                   |           
|Working capital                                           | $                 | 3,240,887 
|Equipment, net                                            |                   | 12,037    
|Mineral property interests                                |                   | ---       
|Shareholders' equity                                      |                   | 3,252,924 
|Number of outstanding Shares                              |                   | 31,733,186
|                                                         
|No cash or other dividends have
      ever been declared. |                   |           
|                                                         
|(C$)                                                      | As at December 31 |           
|Statement of Operations Data                              |                   | 2003      
|Investment and Other Income                               | $                 | 130,318   
|General and administrative expenses                       |                   | 1,252,986 
|Write-down of mineral property                            |                   |           
|interests and investments                                 |                   | ---       
|Exploration Expenditures                                  |                   | 5,501,729 
|Stock-based compensation                                  |                   | 1,675,064 
|Income (loss) according to financial                      |                   |           
|statements (CDN GAAP)                                     |                   | (8,299,461
|Income (loss) from continuing                             |                   |           
|operations per Common Share (CDN                          |                   |           
|GAAP)                                                     |                   | (0.35     
|Income (loss) per Share (US GAAP) (2)                     |                   | (0.35     

Notes:

(1) Northern Dynasty follows Canadian GAAP applicable to junior mining exploration companies whereby mineral exploration expenditures can be deferred on prospective properties until such time as it is determined that further exploration is not
warranted, at which time the property costs are written off. Under US GAAP exploration costs are generally written off as incurred unless there is a feasibility report which confirms the existence of economic ore making the recovery of costs likely.
As Northern Dynasty did not record any deferred exploration expenditures as of December 31, 2001 there is no difference between presentation of Northern Dynasty's accounts under Canadian and US GAAP as of that date nor for the fiscal years ended
December 31, 2001 and 2000.

(2) Statement of Financial Accounting Standards No. 128: Earnings per Share ("SFAS 128") replaces the presentation of primary earnings per share ("EPS") with a presentation of both basic and diluted EPS for all entities with complex capital
structures, including a reconciliation of each numerator and denominator. Basic EPS excludes dilutive securities and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the
year. Diluted EPS reflects the potential dilution that could occur if dilutive securities were converted into common stock and is computed similarly to fully diluted EPS pursuant to previous accounting pronouncements. SFAS 128 applies equally to
loss per share presentations.

Stock options and warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be anti-dilutive.

On June 1, 2004 the Federal Reserve noon rate for Canadian Dollars was US$1.00:C$ 1.3685. The following table sets out the exchange rates, based on the noon buying rates as posted on the Bank of Canada website (www.bankofcanada.ca), for the
conversion of Canadian dollars into United States dollars. These rates are comprised of those in effect at the end of the six months including and immediately prior to December 31, 2003 and the average exchange rates and the range of high and low
exchange rates for such periods.

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|                   | For year ended December 31
|------------------ | --------------------------
|                   | 2003                      
|End of Period      | 1.30                      
|Average for Period | 1.40                      
|High for Period    | 1.58                      
|Low for Period     | 1.30                      

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Monthly Low and High Exchange Rates:



|Month         | Low  | High
|------------- | ---- | ----
|May 2004      | 1.34 | 1.43
|April 2004    | 1.38 | 1.38
|March 2004    | 1.31 | 1.36
|February 2004 | 1.31 | 1.35
|January 2004  | 1.27 | 1.34
|December 2003 | 1.28 | 1.34

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

B.     Capitalization and Indebtedness

Not applicable.

C.     Reasons for the Offer and
  Use of Proceeds

Not applicable.

D.     Risk Factors

Northern Dynasty's Recently Optioned Pebble Property
  Contains No Known Reserves of Ore.

Although there is a known body of mineralization on the Pebble
  Property (see Items 4, 7 and 19), and Northern Dynasty has plans for a major
  definition and in-fill core drilling program within and adjacent to the deposit
  to determine indicated and measured resources to allow for completion of planned
  feasibility studies, there are currently no known reserves or body of commercially
  viable ore and the Pebble Property must be considered an exploration prospect
  only. Extensive additional exploration work is required before Northern Dynasty
  can ascertain if any mineralization may be economic. Exploration for minerals
  is a speculative venture necessarily involving substantial risk. If the expenditures
  Northern Dynasty makes on the Pebble Property do not result in discoveries of
  commercial quantities of ore, the value of exploration and acquisition expenditures
  will be totally lost and the value of Northern Dynasty stock resale negatively
  impacted.

Further Funding Needed to Explore and Retain Rights
  to Pebble Property.Northern Dynasty's means of generating funds is
  through the sale of common shares, and Northern Dynasty will need to continue
  to find buyers for its treasury shares in order to generate sufficient funds
  to allow Northern Dynasty to conduct further exploration on the Pebble Property
  after completion of the planned exploration program. If Northern Dynasty cannot
  fund exploration its share value will be severely negatively impacted. Northern
  Dynasty believes that it will need to raise additional funds to pursue the current
  level of exploration of the Pebble Property. The Pebble Option requires expenditures
  to make, failing which Northern Dynasty will lose its interest.

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

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- 7 -

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

Significant Potential Equity Dilution and End of Lock-ups.
  At June 1, 2004, Northern Dynasty had 35,177,768 common shares and 2,049,168
  share purchase options and 8,349,445 warrants outstanding. The resale of outstanding
  shares from the exercise of dilutive securities could have a depressing effect
  on the market for Northern Dynasty's shares. At June 1, 2004, dilutive securities
  represent approximately 29.6% of Northern Dynasty's currently issued shares.

Exploration is a Risky Business. The exploration
  for mineral deposits involves significant financial and other risks over an
  extended period of time, which even a combination of careful evaluation, experience
  and knowledge may not eliminate. Few properties that are explored are ultimately
  developed into producing mines. Factors beyond Northern Dynasty's control will
  affect the marketability of any substances discovered. Metal prices have fluctuated
  widely in recent years and in particular, gold and copper prices have been depressed
  for several years. Even if exploration is successful (and a mine deemed warranted),
  mining requires huge capital investment, long capital recovery periods and it
  is difficult to suspend operations pending a recovery of prices.

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

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

Volatility of Northern Dynasty's Shares Could Cause
  Investor Loss.The market price of a publicly traded stock, especially
  a junior 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 junior resource stocks,
  the strength of the economy generally, the availability and attractiveness of
  alternative investments, and the breadth of the public market for the stock.
  The effect of these and other factors on the market price of the common shares
  on the TSX Venture suggests Northern Dynasty's shares will continue to be volatile.
  Therefore, investors could suffer significant losses if Northern Dynasty's shares
  are depressed or illiquid when an investor seeks liquidity and needs to sell
  Northern Dynasty shares.

Northern Dynasty's Directors, Officers and Staff are
  only Part-Time.Most of Northern Dynasty's directors and officers serve
  as officers and/or directors of other resource exploration companies and, as
  such, are engaged in and will continue to be engaged in the search for additional
  resource opportunities on behalf of such other companies. In particular, the
  success of Northern Dynasty and its ability to continue to carry on operations
  is dependent upon its ability to retain the services of Bruce Youngman, Vice-President,
  Ronald Thiessen, Chief Executive Officer and Jeffrey Mason, Chief Financial
  Officer. (See Item 7.)

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- 8 -

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

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

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

Shares of Northern Dynasty may be Adversely Affected
  by Penny Stock Rules. Northern Dynasty's stock may be subject to U.S.
  "Penny Stock" rules, which may make the stock more

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- 9 -

difficult to trade on the open market. Northern Dynasty's
  common shares have traded on the TSX Venture Exchange ("TSX Venture", or its
  predecessor exchange) since 1994. For further details on the market performance
  of Northern Dynasty's common stock, see "Item 5 Nature of Trading Market." Although
  Northern Dynasty's common stock trades on the TSX Venture, it is subject to
  U.S. "penny stock" rules. A "penny stock" is generally defined by regulations
  of the U.S. Securities and Exchange Commission ("SEC") as an equity security
  with a market price of less than US$5.00 per share. However, an equity security
  with a market price under US$5.00 will not be considered a penny stock if it
  fits within any of the following exceptions:

(i) the equity security is listed on Nasdaq or a national
  securities exchange;

(ii) the issuer of the equity security has been in continuous
  operation for LESS than three years, and either has (a) net tangible assets
  of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000;
  or

(iii) the issuer of the equity security has been in continuous
  operation for MORE than three years, and has net tangible assets of at least
  US$2,000,000.

If an investor buys or sells a penny stock, SEC regulations
  require that the investor receive, prior to the transaction, a disclosure explaining
  the penny stock market and associated risks. Furthermore, trading in Northern
  Dynasty's common stock is currently subject to Rule 15g-9 of the Exchange Act,
  which relates to non-Nasdaq and non-exchange listed securities. Under this rule,
  broker/dealers who recommend Northern Dynasty's securities to persons other
  than established customers and accredited investors must make a special written
  suitability determination for the purchaser and receive the purchaser's written
  agreement to a transaction prior to sale. Securities are exempt from this rule
  if their market price is at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity
  of Northern Dynasty's common stock because they limit the broker/dealers' ability
  to trade, and a purchaser's ability to sell, the stock in the secondary market.
  The low price of Northern Dynasty's common stock has a negative effect on the
  amount and percentage of transaction costs paid by individual shareholders.
  The low price of Northern Dynasty's common stock also limits Northern Dynasty's
  ability to raise additional capital by issuing additional shares. There are
  several reasons for these effects. First, the internal policies of certain institutional
  investors prohibit the purchase of low-priced stocks. Second, many brokerage
  houses do not permit low-priced stocks to be used as collateral for margin accounts
  or to be purchased on margin. Third, some brokerage house policies and practices
  tend to discourage individual brokers from dealing in low-priced stocks. Finally,
  broker's commissions on low-priced stocks usually represent a higher percentage
  of the stock price than commissions on higher priced stocks. As a result, Northern
  Dynasty's shareholders may pay transaction costs that are a higher percentage
  of their total share value than if Northern Dynasty's share price were substantially
  higher.

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

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- 10 -

ITEM 4     INFORMATION ON THE
  COMPANY

SUMMARY

A.     History and Development
  of Northern Dynasty

1. The legal name of the corporation, which is the subject
  of this Annual Report on Form 20-F, is "Northern Dynasty Minerals Ltd."

2. Northern Dynasty was incorporated in May 1983 under the
  laws of the Province of British Columbia, Canada. Northern Dynasty was incorporated
  as "Dynasty Resources Inc." and subsequently changed its name on November 30,
  1983 to "Northern Dynasty Explorations Ltd." Northern Dynasty became a reporting
  company in the Province of British Columbia on April 10, 1984 by having a receipt
  issued for its initial prospectus offering by the British Columbia Securities
  Commission. Northern Dynasty was formerly listed on the Vancouver Stock Exchange
  (now the TSX Venture Exchange and herein generally "TSX Venture") from 1984-1987,
  inter-listed on the Toronto Stock Exchange from 1987-1993, and unlisted but
  remained in good standing with all securities commissions from 1993 to 1994,
  and thereupon listed solely on TSX Venture from 1994 to present.

3. Northern Dynasty continues to subsist under the laws of
  the Province of British Columbia, Canada. Northern Dynasty's business office
  is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia
  V6C 2V6 telephone (604) 684-6365. Northern Dynasty's registered legal office
  is located c/o its British Columbia attorneys at Suite 1500, 1055 West Georgia
  Street, Vancouver, British Columbia V6E 4N7 telephone (604) 689-9111.

4. During the period 1984-1993, Northern Dynasty held a participating
  interest in the Little Bald Mountain Project in Nevada, from which modest-scale
  gold production and cash flow was obtained. Northern Dynasty utilized this cash
  flow and the proceeds from other financings to conduct exploration programs
  on a number of properties in Nevada, USA, Ontario, Canada and Yukon, Canada.
  Subsequently all these properties were written off or written down to nominal
  value. In 1994, Northern Dynasty's name was changed to "Northern Dynasty Minerals
  Ltd." and it was reorganized, including a change of management, new investors
  and a three old for one new common share consolidation (also known as a "reverse-split"),
  and re-listed on the Vancouver Stock Exchange.

On October 29, 2001, Northern Dynasty entered into an agreement
  with Hunter Dickinson Group Inc. ("HDGI"), a non-arm's length party by virtue
  of certain directors in common, to acquire up to 100% of HDGI's interest in
  certain options granted by Teck Cominco American Incorporated ("Teck Cominco")
  in its Pebble Property (herein called the "Pebble Property" or the "Pebble Project")
  with HDGI retaining a carried interest (callable by Northern Dynasty) to the
  point of the exercise of the first option under the Pebble Property Agreements
  (see Item 3). HDGI acquired its interest from Teck Cominco, a subsidiary of
  one of Canada's largest mining companies. The terms of the option are described
  below.

5. Northern Dynasty has made no material capital expenditures
  (there have been no material divestitures) over the three fiscal years ended
  December 31, 2003 except for the Pebble Property acquisition and related matters
  described herein.

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B.     Business Overview

Northern Dynasty's Business Strategy and Principal Activities

Northern Dynasty is in the business of acquiring and exploring
  mineral exploration properties. Its current principal focus is on exploration
  of the optioned gold/copper prospect known as Pebble Property, which is located
  in the State of Alaska. In October 2001, it acquired the right to earn up to
  a 100% interest in the Pebble Property from Teck Cominco American Incorporated
  ("Teck Cominco") and HDGI. The first of the two options permits Northern Dynasty
  to purchase the previously drilled portions of the prospect on which the known
  mineralization exists (the "Resource Lands Option"). The Resource Lands Option
  expires November 30, 2004, and requires payments of cash and shares aggregating
  in excess of US$10 million. The second part of the Option permits Northern Dynasty
  to earn a minimum of 50% (and up to 100%) interest in the remainder of the Pebble
  Property (the "Exploration Lands") by doing 60,000 feet of exploration drilling
  by November 30, 2004. Of this total 15,000 feet must be drilled by November
  30, 2002, and thereafter a minimum of 6,000 feet must be drilled in each calendar
  year starting January 1, 2003. To December 31, 2003, Northern Dynasty had drilled
  43,016 feet on the Exploration Lands.

Northern Dynasty's plans for fiscal 2004 involves the collection
  of engineering and environmental data required for the completion of feasibility
  studies and the initiation of the permitting process. The program encompasses
  approximately 130,000 feet (40,000 m) of drilling, including delineation drilling
  to establish measured and indicated resources, as well as holes, for geotechnical,
  metallurgical and hydrological design. Exploratory drilling is also planned
  at new zones and unexplored targets, enabling the Company to complete the 60,000
  feet of drilling required to earn a 50% interest in the Exploration Lands. Northern
  Dynasty's 2004 program will enable the Company to determine if further work
  programs and the payment to Teck Cominco for the exercise of the Resource Lands
  Option are warranted.

Under the Teck Cominco Options, Northern Dynasty committed
  to 21,000 feet of drilling by November 30, 2003 (which was completed). In 2004,
  Northern Dynasty's commitments are at least 6,000 feet of drilling on the Exploration
  Lands. Northern Dynasty's working capital as of June 15, 2004 was approximately
  $26.1 million, but it will need to raise funds cover the future exploration
  programs and ongoing administrative costs. However, if the equity markets for
  resource issuers are not receptive to additional financings, Northern Dynasty
  will have to reduce the planned expenditures. There can be no assurance that
  Northern Dynasty will obtain additional financing on acceptable terms (or at
  all), and failure to obtain such financing could result in the loss of Northern
  Dynasty's interest in the Pebble Project.

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

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

Operations on claims or leases on state owned land must be
  permitted under a plan of operations as set out in 11 Alaska Administrative
  Code 86.800. This regulation generally provides that the State

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- 12 -

Division of Mining can be the lead agency in coordinating
  the comments of all agencies, which must consent to the issuance of a plan of
  operations, and sets the requirements for the approval of a plan of operations.

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

C.     Organizational Structure

Northern Dynasty has one subsidiary, Northern Dynasty Mines
  Inc., a company incorporated under the laws of Alaska.

D.     Property, Plants and Equipment

Neither the Pebble Property, nor any other of Northern Dynasty's
  property interests, has any mining, plant or equipment located thereon.

Cautionary Note to US Readers Concerning
  the Use of "Inferred Resources" and Other Technical Terminology Used in Canada

The technical discussions in this 20-F use the term "Inferred
  Resources" and other technical terms. U.S. readers are cautioned that while
  these terms are recognized and mandated by Canadian Securities Regulators, the
  U.S. Securities and Exchange Commission does not recognize them. For example,
  "Inferred Resources" have a great amount of uncertainty as to their nature,
  quality and quantity and to their actual or potential economic feasibility.
  It must not be assumed that all or any part of an Inferred Resource will ever
  be "ore" or upgraded to a higher category. Under Canadian mining disclosure
  rules, estimates of Inferred Resources may not be used to form the basis of
  feasibility or other economic studies, except for what is referred to as a 'Preliminary
  Assessment'. U.S. readers are cautioned not to assume that part or all of an
  Inferred Resource contains an economically meaningful amount of mineralization
  or that it is or will be economically mineable.

Pebble Property, Alaska

Overview

In October 2001, Northern Dynasty acquired two inter-related
  options whereby it can acquire interests in two areas of an Alaskan mineral
  prospect currently owned by a major mining company. Previous exploration on
  the prospect, known as the Pebble Property, indicates that it contains a large
  tonnage of porphyry-style copper and gold mineralization that will require more
  detailed drilling and technical studies to assess its economic viability. The
  first of the two options permits Northern Dynasty to purchase the previously
  drilled portions of the prospect on which the known mineralization exists (the
  "Resource Lands Option"). The Resource Lands Option expires November 30, 2004,
  and requires payments of cash and shares aggregating in excess of US$10 million.
  The second part of the Option permits Northern Dynasty to earn a minimum of
  50% (and up to 100%) interest in the remainder of the Pebble Property (the "Exploration
  Lands") by completing 60,000 feet of exploration drilling by November 30, 2004,
  and then forming a joint venture with the senior mining company.

Diamond drilling programs in 2002 on the Exploration Lands
  resulted four new discoveries, and in 2003 on the Resource Lands increased the
  inferred resource and confirmed the presence of a higher-grade portion within
  the Pebble deposit. With the successful results from exploration during 2001-2003,
  Northern Dynasty has planned an extensive program for 2004, involving the collection
  of engineering and environmental data required for the completion of feasibility
  studies and the initiation of the permitting process. The program encompasses
  approximately 130,000 feet (40,000 m) of drilling, including delineation drilling
  to establish measured and indicated resources as well as holes for geotechnical,
  metallurgical and hydrological design. Exploratory drilling is also

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- 13 -

planned at new zones and unexplored targets. The latter will
  enable the Company to complete the 60,000 feet of drilling required to earn
  a 50% interest in the Exploration Lands.

The Company completed a private placement financing for gross
  proceeds of C$22 million in early 2004. However, it will have to raise additional
  funds to carry on the planned exploration program and to participate in a potential
  joint venture on the Exploration Lands.

Pebble Property Option Agreements

Legal Agreements Overview

In October 2001, Northern Dynasty was assigned a two-part
  option by Teck Cominco American Incorporated ("Teck Cominco"), a major mining
  company, which option allows Northern Dynasty, until November 30, 2004 to purchase
  either or both of: (i) the part of the Pebble Property which hosts the Pebble
  deposit described herein (the "Resource Lands") for US$10 million in cash or
  Northern Dynasty shares (Northern Dynasty has made required interim option payments
  of US$250,000 cash plus 1,000,000 shares and 750,000 warrants to Teck Cominco),
  and (ii) if Northern Dynasty completes the purchase of the Resource Lands, it
  may, by doing a total of 60,000 feet of exploration drilling (of which 43,016
  feet were completed to the end of 2003), acquire the right to joint venture
  the remainder of the Pebble Property (the "Exploration Lands") with Teck Cominco
  (50:50 sharing of costs), or instead of a joint venture, Teck Cominco may choose
  to simply sell out its 50% balance of the Exploration Lands for US$4 million.

Assignment of Pebble Option from Hunter Dickinson Group
  Inc., a Related Party

By an assignment agreement dated October 29, 2001 between
  Northern Dynasty as assignee and Hunter Dickinson Group Inc. ("HDGI") as assignor,
  (the "HDGI Assignment") (see Item 7), Northern Dynasty was assigned the right
  to acquire up to a 100% interest in two discrete but interdependent options
  granted to HDGI by Teck Cominco, respecting its 22,582 hectare "Pebble" copper/gold
  prospect in southwestern Alaska. The two options relate to separate portions
  of the Pebble Property, which are referred to as (a) the "Resource Lands" on
  which a mineralized body had already been outlined by Teck Cominco, and (b)
  the "Exploration Lands" which constitute the remainder of the Pebble Property
  area. In this Annual Report, these two options are referred to as the "Resource
  Lands Option" and the "Exploration Lands Option" and together they are referred
  to as the "Teck Cominco Options". HDGI is a private company owned by certain
  directors of Northern Dynasty and their associates and hence is not at arm's
  length to Northern Dynasty. (See Item 7)

Under the HDGI Assignment, Northern Dynasty has been assigned
  at HDGI's out-of-pocket costs of $586,966 (which includes HDGI's 2001 exploration
  and additional property staking costs related to the Pebble Property), an 80%
  interest in the Teck Cominco Options, together with the right to acquire HDGI's
  retained 20% interest which is a "carried" interest and further described below.
  In 2001 after acquiring the Teck Cominco Options, HDGI completed additional
  claim staking (adding to the Exploration Lands) and conducted geophysical and
  geochemical surveys on the Pebble Property at a cost of approximately $537,000.

Under the terms of the HDGI Assignment, HDGI is carried with
  respect to its retained 20% interest (the "Carried Interest") meaning that Northern
  Dynasty must incur 100% of all exploration costs and 100% of all underlying
  option payments to Teck Cominco required by the Teck Cominco Options to the
  point of exercise of the Resource Lands Option (assuming Northern Dynasty decides
  to pursue its exercise of the Teck Cominco Options respecting which Northern
  Dynasty retains full

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- 14 -

discretion). Northern Dynasty may purchase (or "call") the
  Carried Interest for a 90-day period commencing at the time that, and in the
  event that, Northern Dynasty exercises the Resources Lands Option which requires
  that Northern Dynasty have made interim option payments to Teck Cominco (all
  of which have been made, as described below) as well as the balloon payment
  of US$10 million by November 30, 2004 (extended by one year to November 30,
  2004 in an amending agreement dated December 19, 2002 for the consideration
  of 200,000 shares issued by the Company). The Carried Interest call price is
  the independently appraised value of the Carried Interest which call amount
  will be payable by Northern Dynasty in common shares of Northern Dynasty valued
  at market at that time. If Northern Dynasty does not call the Carried Interest,
  then after the Resource Lands Option is exercised, HDGI shall thereupon be responsible
  for its 20% share of all subsequent exploration and development expenses related
  to the Pebble Property in a joint venture ("JV") to be formed on the terms disclosed
  below, which JV terms are materially the same as the potential Teck Cominco
  - Northern Dynasty JV related to the Exploration Lands Option.

Basic Option Terms

(i) Resource Lands

The Resource Land Option allows Northern Dynasty to explore
  the entire Pebble property until November 30, 2004, at which time Northern Dynasty
  is required to elect whether to purchase the 36 claims of the Resource Lands
  which include the Pebble gold/copper deposit by paying Teck Cominco US$10 million
  in cash or Northern Dynasty common shares valued at US$10 million. If Northern
  Dynasty elects to issue shares to Teck Cominco in lieu of cash, Northern Dynasty
  may manage the resale of any of its shares issued to Teck Cominco by seeking
  investors to purchase them and by using reasonable efforts to achieve an orderly
  resale market for these shares. Any excess of Teck Cominco's resale proceeds
  will be credited against Northern Dynasty's future option requirements and any
  share resale shortfall must be made up by Northern Dynasty to maintain the Teck
  Cominco Options in good standing (that is, Northern Dynasty is not liable for
  any shortfall on resale of its shares; however, the consequence of a shortfall
  which is not "topped up" in cash or shares is that Northern Dynasty's rights
  under the Teck Cominco Options will be forfeited). The required interim option
  payments to Teck Cominco have all been made, including US$250,000 in cash plus
  500,000 two-year share purchase warrants (exercisable at $0.75) prior to December
  31, 2001 (which consideration was paid on December 31, 2001) and 500,000 shares
  and 500,000 two-year share purchase warrants (exercisable at $1.15) prior to
  March 31, 2002 (which consideration was paid on March 28, 2002) and a further
  500,000 shares and 250,000 warrants before December 31, 2002 (which consideration
  was paid on December 19, 2002). Pursuant to an agreement, an additional 200,000
  shares were issued to Teck Cominco on December 19, 2002 to extend the deadline
  to purchase the Resource Lands from November 30, 2003 to November 30, 2004.

(ii) Exploration Lands

If Northern Dynasty purchases the Resource Lands under the
  Resource Lands Option, it also has the right under the Exploration Lands Option
  to earn a 50% interest in the adjacent "Exploration Lands" by completing 60,000
  feet of drilling by November 30, 2004. When Northern Dynasty completes the drilling,
  Teck Cominco can either elect to match the Company's future expenditures by
  forming a 50:50 joint venture or by selling its 50% interest in the Exploration
  Lands to Northern Dynasty for US$4 million and retaining a 5% net profits interest.
  To December 31, 2003 Northern Dynasty had completed 43,016 feet of drilling
  on the Exploration Lands.

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- 15 -

Further Details of Pebble Option

Background

The Teck Cominco Options were originally granted to HDGI pursuant
  to a memorandum of understanding, which was superseded by a letter agreement
  dated October 29, 2001, which coincided with the formal HDGI Assignment, both
  of which were supplemented by a written consent of Teck Cominco to the HDGI
  Assignment also dated October 29, 2001. Under the terms of the Teck Cominco
  Options, Teck Cominco represented that it is the sole legal and beneficial owner
  of the Pebble Property's Resource Lands and Exploration Lands, has good title
  to same and the exclusive right to enter grant the Teck Cominco Options, and
  that the mineral interests are held free and clear of liens and security interests.
  Teck Cominco also represented there were no outstanding work orders, environmental
  matters nor any basis for litigation respecting the Pebble Property. Teck Cominco
  owns only the mineral titles and does not own any surface rights.

Interim Option Payment Requirements

The interim option requirements, all of which have been paid
  by Northern Dynasty and are a precondition for the exercise of either of the
  Resource Lands Option and the Exploration Lands Option, are that Northern Dynasty
  must have, prior to December 31, 2001, paid US$250,000 cash and issued 500,000
  Northern Dynasty warrants having an exercise price equal to the closing price
  of Northern Dynasty's shares on the day following the date of the public announcement
  of the transaction. The transaction was announced on November 1, 2001 and on
  November 2, 2001 the closing share price of Northern Dynasty common shares on
  the TSX Venture was $0.75. The cash payment of US$250,000 and the two-year $0.75
  warrants were delivered to Teck Cominco on December 31, 2001. This initial tranche
  of 500,000 warrants had an expiry date of December 31, 2003 and were all exercised
  prior to expiry. The second interim option payment, requiring that Northern
  Dynasty allot and issue on or before March 31, 2002 a further 500,000 common
  shares plus 500,000 two-year common share purchase warrants (exercisable at
  $1.15), was delivered to Teck Cominco on March 28, 2002. The third interim option
  payment, requiring that Northern Dynasty allot and issue, on or before December
  31, 2002, an additional 500,000 shares plus 250,000 warrants with warrants (exercisable
  at $0.60), was delivered to Teck Cominco on December 19, 2002.

All of the interim option payments, a pre-condition for the
  exercise of either of the Resource Lands Option and the Exploration Lands Option,
  had been paid by Northern Dynasty prior to the end of December 2002.

Possible Top-ups on Resale Proceeds of Northern Dynasty
  Shares

If Teck Cominco wishes to resell the shares received under
  the above-mentioned interim option payment tranches, it must give notice to
  Northern Dynasty within 180 days of the issuance of each tranche. If Teck Cominco
  so elects, Northern Dynasty may manage the resale of these shares on Teck Cominco's
  behalf within six months of the initial US$250,000 tranche, and within twelve
  months in the case of shares issued out of the exercise of the warrants of the
  first tranche, and twelve months for shares in the tranches due March 31, 2002
  and December 31, 2002, with the requirement to obtain a minimum of US$250,000
  in resale proceeds from each such tranche paid to Teck Cominco. If the proceeds
  exceed US$250,000 from the resale of shares from any tranche, then the amount
  payable to exercise the Resource Lands Option or Exploration Lands Option will
  be reduced by the amount of the excess. Should there be any deficiencies in
  the proceeds from the sale of any tranche, Northern Dynasty must provide additional
  cash or shares to "top-up" the

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- 16 -

shortfall so that the stated dollar amount required to be
  received by Teck Cominco is achieved, failing which the Teck Cominco Options
  will terminate (without liability to Northern Dynasty for the shortfall). If
  Teck Cominco does not give notice to sell by the notice to sell deadline of
  six and twelve months, as the case may be, there will be no minimum proceeds
  requirement on the resale of those shares. The application of proceeds to reduce
  the amount payable to exercise the Options shall not apply to the resale of
  shares issued to Teck Cominco as a result of the exercise of Northern Dynasty
  warrants.

Resource Lands - Balloon Payment Requirement

Northern Dynasty may purchase the Resource Lands under the
  Resource Lands Option by paying US$10 million, less any of the excess resale
  proceeds received from resale by or on behalf of Teck Cominco of the interim
  option share issuances, and must pay this sum to Teck Cominco on or before November
  30, 2004 (extended from November 30, 2003 to November 30, 2004 by an amending
  agreement dated December 19, 2002) or, alternatively, may issue to Teck Cominco
  by that date a number of Northern Dynasty shares as is equivalent to US$10 million
  divided by the five-day trading average of Northern Dynasty's shares as at the
  date prior to the issuance. Teck Cominco may give notice to Northern Dynasty
  that it wishes to liquidate the shares, in which case Northern Dynasty shall
  manage the resale of those shares so that the return to Teck Cominco is US$10
  million if the shares are resold within the following 12 months from the date
  of notice to sell or US$11 million if sold within the following 24 months, but
  in either case with a minimum requirement of US$1 million per 3-month period.
  Any shares remaining after the required US$10 million consideration has been
  received by Teck Cominco will be returned to Northern Dynasty's treasury for
  cancellation, and if there are any deficiencies in the resale proceeds, Northern
  Dynasty must provide top-up shares or the cash equivalent until the minimum
  is achieved failing which the option will terminate (without liability for the
  shortfall). The Resource Lands Option will not be deemed to be exercised until
  the minimum required consideration has been received by Teck Cominco. If Teck
  Cominco does not give notice by the notice to sell deadline, there will be no
  minimum proceeds requirement. If Northern Dynasty does not exercise the Resource
  Lands Option, both Teck Cominco Options will terminate.

Exploration Lands - Option Requirements for Drilling
  and Joint Venture

Providing Northern Dynasty exercises the Resource Lands Option,
  it has the exclusive option to earn an initial 50% working interest in the Exploration
  Lands in which event Northern Dynasty and Teck Cominco will establish a joint
  venture, with each party thereafter contributing its respective 50% share of
  future exploration and development costs relating to the Exploration Lands.
  In order to exercise the Exploration Lands Option, Northern Dynasty must complete
  60,000 feet of core drilling on the Exploration Lands by November 30, 2004 (43,016
  feet had been completed by December 31, 2003) of which 15,000 feet must be drilled
  by November 30, 2002 (which has been fulfilled) and Northern Dynasty must thereafter
  drill a minimum of 6,000 feet in each calendar year starting January 1, 2003
  (fulfilled in 2003).

Teck Cominco's Election to "Put" its Remaining Interest
  to Northern Dynasty

If Northern Dynasty exercises the Exploration Lands Option,
  Teck Cominco in turn has the option, exercisable upon notice to Northern Dynasty
  within 90 days to either (a) sell to Northern Dynasty Teck Cominco's remaining
  50% interest in the Exploration Lands or (b) enter into a joint venture with
  Northern Dynasty with each party having a 50% interest. If Teck Cominco elects
  to sell its 50% interest, then Northern Dynasty must purchase the interest by
  paying Teck Cominco US$4 million and granting Teck Cominco a net profits royalty
  (as described below) on any mine in the

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- 17 -

Exploration Lands. Prior to the recovery of the capital costs
  of constructing a mine on the Exploration Lands, the net profits royalty will
  be based upon the net cash flow from the sale of minerals after operating, marketing,
  distribution and debt-financing repayments to a maximum of 4% of the net cash
  flow. Following payback of any mine's capital costs, the royalty is 5% of net
  profits. The US$4 million price for the 50% interest shall be paid in cash or,
  at Northern Dynasty's option in Northern Dynasty shares, based on the 5-day
  trading average prior to the date of issuance. If Teck Cominco elects to liquidate
  these shares, it may, by notice to Northern Dynasty require Northern Dynasty
  to manage the resale of these shares with a view to realizing at least US$4
  million over the 12-month period after the notice. Any deficiencies from this
  figure will require Northern Dynasty to provide top-up shares or cash so that
  the minimum is achieved failing which the Option will terminate. Any Northern
  Dynasty shares remaining unsold after the maximum of US$4 million has been realized
  will be returned to Northern Dynasty's treasury for cancellation. If Teck Cominco
  does not give notice of sale by the notice to sell deadline, there is no resale
  proceeds protection, and if Teck Cominco elects to sell after the notice to
  sell deadline, then Northern Dynasty may retain control of the share resale
  process for a 48-month period with any profit or loss on the share resale (measured
  from the initial issuance value) which will be for the account of Teck Cominco.
  Northern Dynasty must direct the resale of the shares in good faith with a view
  to maximizing Teck Cominco's proceeds with all such resale activities in compliance
  with applicable US and Canadian securities laws and the policies of the TSX
  Venture. All negotiations between Northern Dynasty and Teck Cominco took place
  in Canada. Teck Cominco American Incorporated is a US holding subsidiary of
  Teck Cominco Ltd. (whose shares are listed on The Toronto Stock Exchange and
  bonds are listed on the American Stock Exchange). Any securities issued to Teck
  Cominco will be issued relying on the exemption from US registration found in
  Rule 903(c)(1) of Regulation S to the United States Securities Act of 1933 and
  are expected to be eligible for resale through the TSX Venture Exchange under
  Rule 904 to Regulation S.

Joint Venture Terms

Other business terms respecting the Teck Cominco Options require
  that Northern Dynasty will determine and fund work programs to be carried out
  on the Pebble Property and will generally have sole and exclusive possession
  of the Resource Lands and Exploration Lands to do such work. Northern Dynasty
  shall perform its obligations in a proper manner in accordance with sound mining
  practices and all applicable laws and shall be obliged to keep the Resource
  Lands and Exploration Lands free from liens or encumbrances and shall provide
  Teck Cominco with regular reports on Northern Dynasty's activities. In the event
  Northern Dynasty elects to terminate the Teck Cominco Options prior to the exercise
  thereof, it shall leave the Resource Lands and Exploration Lands in a condition
  which is reclaimed with respect to Northern Dynasty's activities and will deliver
  to Teck Cominco all information and data in its possession and will ensure that
  all contractors and suppliers have been paid. Registered legal title to the
  Resource Lands and Exploration Lands will remain with Teck Cominco during the
  period of the Options, and Northern Dynasty has provided an indemnity for Teck
  Cominco with respect to its activities on the Pebble Property during the Option
  term including an obligation to maintain third party liability insurance.

In the event the Exploration Lands Option is exercised and
  Teck Cominco elects to form a joint venture respecting the Exploration Lands,
  each of the parties will hold a 50% joint venture interest and either party
  can choose from time to time a portion of the Exploration Lands to complete
  a project prefeasibility study. Within 90 days of the formation of the joint
  venture, Northern Dynasty and Teck Cominco will alternate in selecting from
  the Exploration Lands designated areas, which are sufficiently advanced to warrant
  a prefeasibility study with Northern Dynasty designating first. The designating
  party will act as operator and will be required to complete a prefeasibility
  study within two years of selecting the specified area (measuring up to 3.5
  square kmby 3.5 square km).

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- 18 -

A management committee will be formed to approve programs
  of exploration, and the party acting as operator will be entitled to a cost
  recovery based on third-party contractor costs to reflect its own overhead expenses
  which recovery ranges from 10% to 5% on single-party contracts and 2% to 3%
  on mine operating costs. Each party must elect to contribute its proportionate
  share of ongoing exploration costs, and if a party elects not to contribute,
  the 50/50 initial interests of the parties will be adjusted so that each party
  holds an interest proportionate to its contribution to total exploration costs.
  If a party's interest is reduced to less than 10%, it will be deemed to have
  conveyed its working interest to the other party and will be entitled to the
  net profits royalty described above. The joint venture will have an area of
  interest pursuant to which each party will be obligated to contribute any acquired
  mineral interests in the vicinity of the Pebble Project to the joint venture.

Additional Requirements of Teck Cominco

By a Consent to Assignment dated October 29, 2001, Teck Cominco
  consented to the HDGI Assignment, assigning the Teck Cominco Options to Northern
  Dynasty subject to certain provisos, including that in the event Northern Dynasty
  does not exercise its right to call the Carried Interest, the Resource Lands
  Option price will increase from US$10 million to US$12 million. The Consent
  also provides that HDGI and Northern Dynasty provide a cross-guarantee of each
  other's obligations to Teck Cominco, and an acknowledgement that Northern Dynasty
  has the right to make all elections and communications on behalf of HDGI and
  certain like matters to ensure Teck Cominco need only look to Northern Dynasty
  for certainty as to the legal positions of both HDGI and Northern Dynasty.

Amending Agreement Dated December 19, 2002

By an Option Agreement Amendment dated December 19, 2002,
  Northern Dynasty issued an additional 200,000 shares to Teck Cominco to defer
  obligations under the Resource Lands Option for a one-year period, from November
  30, 2003 to November 30, 2004.

Pebble Property - Further Particulars of Technical Matters

Location and Access

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

Access to the Pebble Project from Anchorage is via fixed wing
  aircraft to Iliamna. Iliamna has a state-operated airport with a 1,700 m paved
  airfield. It is serviced by several passenger and cargo flights daily from Anchorage,
  using Convair, Hercules and DC-6 aircraft, as well as smaller charter aircraft.
  Current access from Iliamna to the property is by helicopter, a flying distance
  of 27 km.

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- 19 -

The Pebble Property is located 95 km from tidewater. Access
  to the coast from Lake Iliamna is provided by a 30 km, state-maintained road,
  which extends from Pile Bay at the eastern end of Lake Iliamna to Williamsport
  near Iniskin Bay on Cook Inlet. Bulk fuel and heavy freight can also be barged
  in during the summer months to Lake Iliamna via the Kvichak River. There is
  currently no road from Iliamna northwest to the Pebble Property.

Figure 1

Topography and Climate

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

The Pebble Property lies within an area of rolling hills and
  low mountains. Valley bottoms are at elevations of 250 m above sea level. The
  highest point on the property is Kaskanak Peak, at an elevation of 841 m. The
  currently known mineralized deposit (a mass of naturally occurring mineral material
  without regard to mode of origin) is situated at the 325 m elevation. Vegetation
  consists of sparse patches of alder trees separated by expanses of tundra and
  grass. The area was recently glaciated and glacial soil deposits and hummocky
  terrain abound. There are numerous streams and small, shallow lakes and ponds
  in the vicinity of the project, which could provide water for exploration drilling.

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- 20 -

Mineral Claims Status

The property forms a continuous block consisting of 1,317
  located Alaska State mineral claims totaling 39,238ha (96,960 acres).
  Annual rental fees are US$127,290 and assessment work or cash in lieu obligations
  are US$ 242,400.

Exploration History

Regional exploration was initiated in the mid-1980s by Teck
  Cominco, and began in the Pebble area in 1986. Examination and sampling of several
  color anomalies in 1987 yielded anomalous gold concentrations from the Sill
  prospect, recognized as a precious-metal epithermal vein occurrence, and the
  Pebble discovery outcrop. The 1988 exploration program included 24 diamond drill
  holes at the Sill epithermal gold prospect, soil sampling, geological mapping
  and two diamond drill holes at the Pebble target. Drilling at the Sill prospect
  intercepted mineralization with gold grades that justified more work, which
  continued in 1989, with an expanded soil sampling program, an Induced Polarization
  ("IP") geophysical survey and the completion of 12 diamond drill holes at the
  Pebble target and 15 additional holes at the Sill prospect. Although limited
  in scope, the IP survey displayed a response characteristic of a large porphyry
  copper system. This interpretation was validated by subsequent drilling at the
  Pebble target, which intercepted long intervals of porphyry-style copper and
  gold mineralization.

Exploration was accelerated in 1990 and 1991, and 73 additional
  diamond drill holes were completed. In 1991, baseline environmental and engineering
  studies were initiated and weather stations were established. A preliminary
  economic evaluation was undertaken by Cominco Engineering Services Ltd ("CESL")
  in 1991 and subsequently revised in 1992. A further 14 drill holes were completed
  in the deposit area in 1992, followed by an IP survey and 4-hole drilling program
  in an area six km of the south of the deposit in 1993. In 1997, additional IP
  surveying, geochemical sampling and geological mapping was undertaken, and 20
  holes were drilled into and around the Pebble deposit.

In August 2001, HDGI staked additional claims to cover ground
  where prior exploration had detected a multi-element soil geochemical anomaly
  and high IP chargeability on two widely spaced reconnaissance lines. The HDGI
  program also included collection and analysis of 601 soil samples and 30-line
  km of IP/resistivity geophysical surveys.

During 2002, Northern Dynasty drilled 68holes, totaling
  11,306 m (37,093 feet), exploring for additional porphyry deposits within which
  to define higher-grade resources. Surface exploration consisted of an 18.5 line-km
  ground magnetometer survey; a 328-sample soil geochemical survey and a few days
  of geological traverses. The Thirty-Eight Zone, a till covered copper-gold porphyry
  deposit, was discovered 12 km south of the Pebble deposit as well as several
  other prospects. Additionally, approximately 16,000 m (some 86%) of Teck Cominco's
  drill core from the Pebble deposit was re-logged and a sectional geological
  model for the deposit was completed.

Prior to the 2003 drilling program, Northern Dynasty commissioned
  an independent mineral resource estimate by engineering firm Snowden Mining
  Industry Consultants Inc. ("Snowden") of West Perth, Australia. Snowden estimated
  inferred resources in the Pebble deposit of 1.0 billion tonnes grading 0.40
  g/t gold, 0.30% copper, and 0.015% molybdenum(0.61% copper-equivalent)above a cut-off grade of 0.30% copper-equivalent. Snowden also estimated
  that the Pebble deposit contains significant amounts of higher-grade mineralization:
  271 million tonnes of 0.59 g/t gold, 0.43% copper and 0.018% molybdenum (0.86%
  copper-equivalent) above a cut-off grade of 0.70% copper-equivalent as documented
  in a technical report by Paul Blackney, B.Sc. (Hons.),

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- 21 -

MAusIMM, MAIG, and Michael J. Casselman, P.Geo., May 2003.
  A detailed review of all core from Teck Cominco drilling programs, and modeling
  of the Pebble deposit by Northern Dynasty geologists confirmed that the mineralization
  is open for expansion and that there is potential to outline additional higher-grade
  material through further drilling.

Preliminary Engineering Studies

Preliminary engineering studies carried out by CESL in 1991-1992
  indicate several road access options, including a 130 km gravel access road
  connecting the Pebble project to a deep-draft ocean port site on Iniskin Bay.
  The State of Alaska has provided significant financial assistance for the construction
  of similar access roads and ports for major mineral development projects, such
  as that at the Red Dog Mine in northwestern Alaska. Power required for project
  development could be provided by natural gas from offshore wells in Cook Inlet,
  transported by pipeline to the mine site, where natural gas turbines would be
  situated. The preliminary engineering work also evaluated and selected a number
  of possible sites for processing facilities, a water source, accommodations,
  tailings storage, and waste rock disposal.

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

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

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

Property Geology

The Pebble property encompasses the eastern and southern margins
  of the approximately 200 km2in size, Late Cretaceous (89.7 Ma) in
  age, tonalite-granodiorite Kaskanak Batholith (coarse grained igneous rocks
  of intermediate composition, covering a large area), and the adjacent Jurassic-Cretaceous
  basinal volcaniclastic turbidites and interbedded mafic flows 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

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and breccia bodies (igneous bodies that are relatively small
  and circular, flat-lying, linear and structurally shattered, respectively) that
  are associated with and formed at the same time as the batholith. Numerous gold
  and copper-gold mineral occurrences, including the large Pebble and Thirty-Eight
  porphyry copper-gold-molybdenum deposits, are related to this diverse group
  of intrusions (coarse grained igneous rocks).

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

Mineralization

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

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

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

Gold mineralization, in the range 0.5 to 1.5 g/t, is widespread
  in the zone of phyllic alteration bordering the zone of potassic alteration
  and propylitic alteration zone in diorite/gabbro to the northwest of the deposit
  (Hole 1 Gold Zone). Copper concentrations are very low in these areas. Gold
  mineralization is also associated with phyllic and locally k-feldspar alteration
  zones, up to a few metres wide, cutting across the major potassic alteration
  zone. Some of the phyllic zones are

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- 23 -

envelopes of quartz-pyrite-(sericite-chlorite) veinlets and
  veins. Some crosscutting zones of phyllic alteration contain strongly anomalous
  concentrations of zinc, lead, and silver; some also contain strongly anomalous
  concentrations of gold. These zones represent a later, lower-temperature phyllic
  alteration that was superimposed on earlier, higher-temperature potassic alteration.

Exploration in 2003

Between May and November 2003, Northern Dynasty drilled 58
  cored holes, totaling 19,729 m, to define the higher-grade portions in the Pebble
  deposit and also drilled 9 core holes, totaling 1,987 m, to test for extensions
  to and new mineralization at four other prospective zones on the property. Limited
  surface exploration was also conducted, consisting of geological mapping and
  soil geochemical traverses. The 2003 program cost approximately $4.9 million.

Nine holes drilled on the Exploration Lands included three
  holes at the Central IP Anomaly area, three holes at the Northeast IP Anomaly
  area, one hole at the 38 Porphyry Deposit and two holes at the 37 Skarn Zone
  (Figure 2). Drilling at the Central IP target intersected weak mineralization,
  indicating potential for porphyry mineralization at depth but not near to the
  surface. Drilling at the Northeast IP target indicates good potential for an
  extension to the Pebble deposit to the northeast. The 2003 drilling continued
  to indicate the presence of substantial porphyry mineralization at the 38 Porphyry
  Deposit. Drilling at the 37 Skarn intersected moderate gold and copper values;
  further work is necessary to fully determine the potential of the skarn mineralization.
  Further details are provided in the May 2004 Technical Report by R. Haslinger,
  P.Eng. and others, filed on www.sedar.com.

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- 24 -



Figure 2

Drilling on the Resource Lands was designed to test for continuity
  and extensions of higher-grade zones within and adjacent to the deposit, and
  to further delineate the extent of the deposit. The

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- 25 -

program was successful in achieving both of these objectives.
  Figure 3 is a plan of the drill holes into the Pebble deposit to the end of
  2003.



Figure 3

Estimates of Mineralization  Pebble Deposit

After Northern Dynasty completed the 2003 work at site and
  updated the geological model, the Company commissioned Norwest Corporation to
  estimate the new mineral resources at Pebble. The independent Qualified Person,
  as defined under Canadian Securities legislation, for the resource estimate
  was John Nilsson, P.Eng. This inferred resource is based on Canadian Institute
  of Mining and Metallurgy categories, which differ from those used in the United
  States and the term "mineralization" is used herein to generally describe these
  estimates. The methodology and parameters are described in detail in the technical
  report "Resources Estimate, Pebble Copper Gold Project, Iliamna Lake Area, Alaska"
  dated February 20, 2004 and filed on www.sedar.com.

The estimate demonstrated that the 2003 drilling program increased
  the overall resource for the deposit and the higher-grade portion within it.
  The estimated inferred mineral resource is 2.74 billion tonnes grading 0.55%
  copper-equivalent1 (0.30 g/t Au, 0.27% Cu and 0.015% Mo above a cut-off
  grade of 0.30% copper-equivalent1), containing 26.5 million ounces
  of gold and 16.5 billion pounds of copper. In addition, there are an estimated
  435 million tonnes grading 0.49 g/t Au, 0.42% Cu and 0.021% Mo, or 0.84% copper-equivalent
  above a cut-off grade of 0.70% copper-equivalent1. Estimates for
  these and other cut-off grades are tabulated below:

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- 26 -

|Pebble Deposit Inferred Mineral Resources
|-----------------------------------------
|Cut-OffCuEQ1%                            
|Molybdenum  %                            
|0.30                                     
|0.40                                     
|0.50                                     
|0.60                                     
|0.70                                     
|0.80                                     

Sampling and Analysis

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

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

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

Northern Dynasty personnel or agents collected all samples
  during the 2001-2003 programs. A total of 658 analytical results were returned
  from the laboratory for soil samples from 601 locations in 2001, and 374 analytical
  results for soil samples from 341 locations in 2002. The results included 30
  lab duplicates and 60 lab standards. In 2001, samples were air dried, then shipped
  by airfreight from the project site to Acme Analytical Laboratories ("Acme")
  in Vancouver, B.C. via Anchorage, Alaska. At Acme, the soils were dried and
  sieved through an 80-mesh screen and then analyzed for 32 elements using two
  methods. Au content was determined to the 0.2 ppb level using the Acme Group
  3A wet digestion method. A 10 g sample was digested in AR, and analyzed by Graphite
  Furnace Atomic Absorption Spectroscopy or Inductively Coupled Plasma Mass Spectroscopy
  (ICP-MS) finish. The Acme Group 1D multi-element method was used on a minimum
  one g pulp to

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- 27 -

determine other elements and gold to the ppm level. In this
  method, the samples were digested in hot AR and analyzed by ICP-AES.

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

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

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

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

SGS Minerals Services ("SGS") laboratories completed all analytical
  work in 2003. A total of 6,443 drill core samples, averaging 3.3 m in length,
  were taken from the 19,552 m drilled in this program. At SGS in Fairbanks, the
  sample bags were verified against the numbers listed on the

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- 28 -

shipment notice. The entire sample was dried, weighed, crushed
  to 75% passing 2 mm (10 mesh), a 400 g split taken and pulverized to 95% passing
  75 micron (200 mesh). The pulp was split and 125 g shipped by commercial air
  freight. In June 2003, 96 soil samples were taken, expanding the surface geochemical
  survey coverage. These samples were sent to SGS in Fairbanks Alaska, dried at
  60 C and sieved through an 80-mesh screen. All samples were shipped to SGS Canada
  Inc., an ISO 9002 registered ISO 17025 accredited laboratory in Toronto, Ontario,
  for AR digestion ICP-AES and Cu analyses. Au was determined by one assay ton
  (30 g), lead collection FA fusion with an AAS finish at the SGS laboratory in
  Rouyn, Québec.

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

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

Exploration in 2004  Plan of Operation

An extensive program is planned for 2004, involving the collection
  of engineering and environmental data required for the completion of feasibility
  studies and the initiation of the permitting process. The program encompasses
  approximately 130,000 feet (40,000 m) of drilling, including delineation drilling
  to establish measured and indicated resources as well as holes for geotechnical,
  metallurgical and hydrological design. Exploratory drilling is also planned
  at new zones and unexplored targets. The latter will enable the Company to complete
  the 60,000 feet of drilling required to earn a 50% interest in the Exploration
  Lands.

|Pebble Property - 2004 Proposed
      Program
|---------------------------------------------
|Activity                                     
|Exploration & Development Drilling           
|Engineering Drilling                         
|Subtotal Drilling Programs (all in)          
|Other Engineering Studies                    
|Environmental                                
|Other                                        
|TOTAL                                        

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- 29 -

ITEM 5    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

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

Under Canadian generally accepted accounting principles ("GAAP")
  corporate administrative expenses are written off yearly and property development
  and acquisition costs may be deferred (or capitalized). Such costs are written
  off when a company decides to abandon a property due to disappointing exploration
  program results which appear to warrant abandonment, or when it appears the
  deferred costs are likely not recoverable. Acquisition costs and exploration
  expenditures are usually financed through a combination of cash and common share
  issuances. The Canadian Institute of Chartered Accountants (CICA) has issued
  an accounting guideline (AcG-11) wherein the CICA presents its views on the
  financial disclosure by companies that may be in the "development stage". As
  an active junior resource explorer, Northern Dynasty does not consider itself
  a development stage issuer, however, the issue is not free from uncertainty
  and some comment on this issue is believed by management of Northern Dynasty
  warranted for readers to understand the continuous financial disclosure of Northern
  Dynasty in future. Under the provisions of AcG-11, development stage resource
  companies are encouraged, but not required, to provide disclosure in the income
  statement and in the cash flow statement of cumulative balances from the inception
  of the development stage to the date of the statements rather than segmenting
  such information on an annual basis. As well, disclosure would also be made
  of all share capital issuances since inception. If Northern Dynasty were determined
  to be a "development stage" company, adoption of the provisions of AcG-11 would
  result in changes to Northern Dynasty's financial statement presentation, but
  there would be no changes to Northern Dynasty's balance sheet and the annual
  current and historical financial statements on a year-to-date basis would not
  be materially different. Readers are reminded that Northern Dynasty is only
  required under U.S. law to report financial results annually (as a "foreign
  private issuer"), however, under Canadian law, Northern Dynasty must file such
  information quarterly and this information is available on the internet at www.sedar.com.

Northern Dynasty's results of operations are economically
  evaluated by investors on an "event driven" basis in that exploration expenditures
  yield information on the nature, extent and statistical confidence (primarily
  from core drilling exploration programs) in a mineralized deposit's size and
  continuity which information is not contained in financial statements. Thus,
  it is difficult to evaluate the success of operations in a fiscal year by reference
  to the financial statements given that results are more appropriately measured
  by an evaluation of the minerals discovered and/or confirmed. Northern Dynasty's
  operating activities do not occur on a regular or periodic basis and are subject
  to the economic realities of metals prices and equity financing conditions for
  natural resource exploration issuers. Accordingly, it may not be meaningful
  to seek observable trends in financial operating statistics although liquidity
  statistics will be important. Northern Dynasty

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- 30 -

calculates an annual loss per share (which has varied over
  a range of $0.35 to $0.41 over the last three fiscal years), but is of the view
  that Northern Dynasty's share price does not vary in accordance with the loss
  per share statistic. Rather Northern Dynasty share prices vary with the outlook
  for its mineral projects and the price of the underlying market for gold and
  copper and the outlook for these metals.

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

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

Operating Results

Fiscal 2003 Compared with Fiscal 2002

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

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

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

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- 31 -

Fiscal 2002 Compared with Fiscal 2001

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

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

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

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

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

B.     Liquidity and Capital Resources

Overview

Historically, Northern Dynasty's source of funding has been
  the sale of equity securities for cash primarily through private placements
  to sophisticated investors and insiders and their associates. Northern Dynasty
  has no assurance of continued access to equity funding. Northern Dynasty

---

- 32 -

believes it has sufficient working capital to meet its operating
  requirements to December 31, 2003 depending on the level of activity it pursues.
  Additional equity funding was secured in February 2002 and January 2003, an
  aggregate of $1.3 million. Northern Dynasty's working capital on hand at June
  1, 2003 will be used to complete the current exploration program ($2.0 million
  inclusive of $0.2 million for property maintenance) at the Pebble Property and
  pay 18 months' administration overhead ($0.7 million) with the balance reserved
  for unallocated working capital. Contingent on positive results from the exploration
  program, Northern Dynasty will require additional financing to cover future
  exploration programs and ongoing administrative costs. The Company is actively
  sourcing additional funding however; there can be no assurance that Northern
  Dynasty will be able to raise the additional funds, and should it be unsuccessful,
  the Company would be required to scale back its operations.

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

Fiscal 2003 Compared with Fiscal 2002

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

The private placement financing was made by Shambhala Gold
  Limited ("Shambhala"), a subsidiary of Galahad Gold plc, and received shareholder
  approval at the annual and extraordinary general meeting of shareholders of
  the Company on July 14, 2003. Shambhala Mining Corp., a wholly owned subsidiary
  of Shambhala incorporated under the laws of the Yukon, at June 1, 2004 held
  approximately 20% of the issued shares of Northern Dynasty. Shambhala has the
  right to participate in any equity financing by the Company to maintain its
  pro rata interest in the Company as long as Shambhala controls 20% or more (undiluted)
  of the Company's issued and outstanding shares (the "Cooperative Period"). During
  the Cooperative Period, Shambhala is entitled to and did nominate two directors
  to Northern Dynasty's board, namely Brian Mountford and Ian Watson. Shambhala
  has agreed that it will vote its shares in favour of resolutions recommended
  by the Company's board of directors. If at any time during the Cooperative Period,
  Northern Dynasty elects to exercise its right to purchase the area of the Pebble
  Property known as the Resource Lands, financed by way of equity, Shambhala has
  a right of first refusal to subscribe for securities of Northern Dynasty to
  finance all or part of the exercise amount. The initial proceeds of the financing
  were allocated for the 2003 drilling program and the remainder (and potential
  additional proceeds from the exercise of warrants) to further advance the Pebble
  project. The main activity in 2003 was drilling. As tabulated below, all of
  the anticipated exploration expenditures are comparable to those proposed in
  the budget, except for site activities and miscellaneous. Site activities and
  miscellaneous are lower because the drilling program was completed in a shorter
  time than was anticipated. Administrative costs are higher mainly due to increased
  financing and shareholder communications activities.

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- 33 -

|Pebble 2003
      Project Expenditures
|--------------------------------------
|                                      
|Activity                              
|Drilling and assaying                 
|Geological and reporting              
|Engineering and reporting             
|Site activities and miscellaneous     
|Land fees                             
|Graphics and database                 
|Administration                        
|Total                                 

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

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

Fiscal 2002 Compared with Fiscal 2001

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

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

On January 14, 2003, Northern Dynasty completed a private
  placement by issuing 1,300,000 flow-through units and 400,000 non flow-through
  units at $0.50 each. Each flow-through unit is comprised of a flow-through common
  share and a two-year non flow-through share purchase warrant. Each warrant entitles
  the Investor to purchase one common share at a price of $0.60 for two years
  after the issue date. The non flow-through units are comprised of one common
  share and a two-year share purchase warrant with the same warrant terms. As
  at December 31, 2002, the Company received $650,000 towards this private placement.

At December 31, 2002, Northern Dynasty has working capital
  of $496,048, as compared to a working capital deficit of $77,575 at the end
  of the previous quarter. Management is diligently seeking additional sources
  of equity financing to provide adequate working capital for ongoing operations
  and proposed exploration programs in 2003. Northern Dynasty had 15,515,323 common
  shares issued and outstanding at year-end.

Fiscal 2001 Compared with Fiscal 2000

At December 31, 2001, Northern Dynasty has a positive working
  capital position of $1.82 million (excluding the $400,000 private placement
  announced December 13, 2001 and the $1.0 million

---

- 34 -

placement announced March 6, 2002), compared to $2.64 million
  at the end of 2000. At December 31, 2001 Northern Dynasty has 9,292,455 issued
  and outstanding shares.

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

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

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

Northern Dynasty will consider raising, if possible, further
  funds for the Pebble Property contingent on the outcome of the first phase of
  exploration. Should Northern Dynasty be unable to arrange additional financing
  it would result in forfeiture of the Teck Cominco Options.

Financial Instruments

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

Northern Dynasty does not have any material commitments for
  capital expenditures and accordingly can remain relatively flexible in gearing
  its activities to the availability of funds. As of the fiscal 2003 year-end,
  Northern Dynasty estimates that the cost of maintaining its corporate administrative
  activities at approximately $100,000 per month. Accordingly, Northern Dynasty's
  management estimates that approximately $1.2 million will be needed to maintain
  its corporate status and assets over the ensuing one-year period excluding Pebble
  Property activities. Northern Dynasty had current working capital of approximately
  $3.2 million as of December 31, 2003 and expects to be able to raise sufficient
  capital to fund the cost of the next two years administration and exploration
  programs. There is, however, no assurance that Northern Dynasty will be able
  to raise the required funds.

Northern Dynasty will consider raising, if possible, further
  funds for the Pebble Property contingent on the outcome of the first phase of
  exploration. Should Northern Dynasty be unable to arrange additional financing
  it would result in forfeiture of the Teck Cominco Options.

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- 35 -

C.     Research Expenditures

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

D.     Trend Information

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

Copper is a commodity metal used extensively in the housing
  and automotive industries and accordingly demand for copper varies directly
  with general economic conditions. The copper price has increased substantially,
  averaging US$0.81/lb in 2003 and US$1.25/lb to date in 2004.

Gold prices improved significantly in 2003, averaging about
  US$364/oz for the year. The upward trend has continued in 2004. As a result
  the gold price has averaged about US$408/oz in the year to date.

ITEM 6     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

|                                                |                          | Shares Beneficially
|----------------------------------------------- | ------------------------ | -------------------
|Name, Position and                              | Period a Director of the | Owned or           
|Municipality of Residence                       | Company                  | Controlled(1)      
|                                               
|David J. COPELAND                               | Since June 1996          | 46,100 shares      
|Director                                        |                          | 85,000 options     
|Vancouver, British Columbia                     |                          |                    
|                                               
|Scott D. COUSENS                                | Since June 1996          | 6,000 shares       
|Director                                        |                          | 85,000 options     
|Vancouver, British Columbia                     |                          |                    
|                                               
|Robert A. DICKINSON (2)                         | Since June 1994          | 1,207,055 shares   
|Chairman of the Board and Director              |                          | 85,000 options     
|Vancouver, British Columbia                     |                          |                    
|                                               
|Gordon J. FRETWELL                              | Nominee                  | Nil shares         
|Nominee                                         |                          | Nil options        
|Vancouver, British Columbia                     |                          |                    
|                                               
|Jeffrey R. MASON                                | Since June 1996          | Nil shares         
|Chief Financial Officer, Secretary and Director |                          | 85,000 options     
|Vancouver, British Columbia                     |                          |                    
|                                               
|Brian MOUNTFORD (5)                             | Since July 2003          | Nil shares         
|Director                                        |                          | 242,500 options    
|Surrey, British Columbia                        |                          |                    

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- 36 -

|                                                |                          | Shares Beneficially
|----------------------------------------------- | ------------------------ | -------------------
|Name, Position and                              | Period a Director of the | Owned or           
|Municipality of Residence                       | Company                  | Controlled(1)      
|                                               
|Ronald W. THIESSEN                              | Since November 1995      | 72,782 shares      
|President, Chief Executive Officer and Director |                          | 85,000 options     
|Vancouver, British Columbia                     |                          |                    
|                                               
|Ian WATSON (3)                                  | Since July 2003          | Nil shares         
|Director                                        |                          | 242,500 options (4)
|London, England                                 |                          |                    
|                                               
|Bruce A. YOUNGMAN                               | Since June 1994          | 253,600 shares     
|Vice President and Director                     |                          | 85,000 options     
|Surrey, British Columbia                        |                          |                    

Notes

|1. | The information as to principal occupation, business
        or employment and shares beneficially owned or controlled, of certain
        directors is not within the knowledge of the management of the Company
        and has been furnished by the respective nominees.                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Certain of these shares are registered in the name
        of United Mineral Services Ltd. and 491038 B.C. Ltd., both companies which
        are controlled by Mr. Dickinson.                                                                                                                                                            
|  
|3. | Mr. Watson is Chairman and Managing Director of
        Galahad Gold plc, which controls Shambhala Gold Limited, which in turn
        holds 6,839,445 shares of Northern Dynasty. As of April 7, 2004, Mr. Watson
        was beneficially interested in 220,877,573 common shares, or approximately
        39.28%, of Galahad Gold plc.
|  
|4. | Included in this total held by Mr. Watson are 157,500
        options, the economic benefits of which accrue to Shambhala Gold Limited.                                                                                                                                                                                                   
|  
|5. | Mr. Mountford also serves as a consultant to Galahad
        Gold plc.                                                                                                                                                                                                                                                                    
|  
|6. | As of April 30, 2004, the total beneficial security
        holdings of the Directors and Officers is 1,585,537 shares which represents
        approximately 4.5% of the current outstanding shares. The Directors and
        Officers also hold an aggregate of 995,000 options.                                                       

DAVID J. COPELAND, P.Eng. - Director

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

Mr. Copeland is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation, Director (September 1996 to present); Farallon Resources
  Ltd., Director (December 1995 to present); Great Basin Gold Ltd.,
  Director (February 1994 to present); Continental Minerals Corporation(formerly
  Misty Mountain

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- 37 -

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

SCOTT D. COUSENS - Director

Scott D. Cousens provides management,
  technical and financial services to a number of publicly traded companies. Mr.
  Cousens' focus for the past 14 years has been the development of relationships
  within the international investment community. Substantial financings and subsequent
  corporate success has established strong ties with North American, European
  and Asian investors.

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

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

Robert A. Dickinson is an economic
  geologist who serves as a member of management of several mineral exploration
  companies, primarily those for whom Hunter Dickinson Inc. provides services.
  He holds a Bachelor of Science degree (Hons. Geology) and a Master of Science
  degree (Business Administration - Finance) from the University of British Columbia.
  Mr. Dickinson has also been active in mineral exploration over 36 years. He
  is a director of Hunter Dickinson Inc. He is also President and Director of
  United Mineral Services Ltd., a private investment company.

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

---

- 38 -

February 2001), President (November
  1995 to September 2000), Chief Financial Officer (June 1993 to June 1998), Chief
  Executive Officer (June 1998 to September 2000); Northern Dynasty Minerals
  Ltd., Director (June 1994 to present), Chairman (April 2004 to present),
  Chairman (November 2001 to April 2004), Chief Executive Officer (May 1997 to
  November 2001); Rockwell Ventures Inc., Chairman and Director (November
  2000 to present); Taseko Mines Limited, Director (January 1991 to present),
  Chairman (April 2004 to present), Chairman (September 2000 to April 2004), President
  (January 1991 to September 2000), Chief Financial Officer (January 1991 to November
  1998), Chief Executive Officer (November 1998 to September 2000), (including
  Chairman and Director of Gibraltar Mines Ltd. a private mining company, which
  is a wholly owned subsidiary of Taseko Mines Limited).

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

Jeffrey R. Mason holds a Bachelor
  of Commerce degree from the University of British Columbia and obtained his
  Chartered Accountant designation while specializing in the mining, forestry
  and transportation sectors at the international accounting firm of Deloitte
  & Touche. Following comptrollership positions at an international commodity
  mercantilist and Homestake Mining Group of companies including responsibility
  for North American Metals Corp. and the Eskay Creek Project, Mr. Mason has spent
  the last several years as a corporate officer and director to a number of publicly-traded
  mineral exploration companies. Mr. Mason is also employed as Chief Financial
  Officer of Hunter Dickinson Inc. and his principal occupation is the financial
  administration of the public companies to which Hunter Dickinson Inc. provides
  services.

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

BRIAN MOUNTFORD, P. Eng, C Eng  Director

Brian Mountford is a UK-educated mining engineer with
  professional affiliations in Canada (P.Eng) and the UK (C Eng). Since emigrating
  to Canada in 1968, he has obtained a diverse experience in the mining industry.
  He has combined his mining expertise with the

---

- 39 -

initiation and financing of new companies.
  He has been involved as a principal in the development of several exploration
  projects that were progressed through to commercial production. Typical examples
  are the Montana Tunnels Mine, where he was President of Centennial Minerals
  Ltd and the Britannia Mine (President of High River Gold). Others
  include Las Torres, Pinson, Preble and Gilt Edge. Mr. Mountford is also a General
  and Technical Reviewer for the Association of Professional Engineers of British
  Columbia. In this capacity he evaluates the work of other licensed engineers.
  During the last five years he has been, President and Director of Aldridge
  Resources Ltd (1995 to 2003) a publicly traded company.

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

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

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

IAN WATSON  Director

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

Mr Watson is, or has been within the
  past 5 years an officer and or a director of the following companies: Shambhala
  Gold Limited, Shambhala Gold Corp., Advisie NV,

---

- 40 -

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

BRUCE A. YOUNGMAN, B.Sc.  Vice-President and Director

Bruce Youngman holds a Bachelor of
  Science degree in geology from the University of British Columbia and in his
  more than 20 years of experience, has undertaken assignments in a variety of
  capacities in the exploration field throughout North America. Mr. Youngman is,
  or within the past five years has been a director or officer of the following
  companies: Northern Dynasty Minerals Ltd. as Vice-President (November
  2001 to present), President (June 1994 to November 2001) and Director (June
  1994 to present), First Integrated Enterprises Ltd. as Director (June
  2001 to present).

B.     Compensation

During Northern Dynasty's financial year ended December 31,
  2003 the aggregate direct remuneration paid or payable to Northern Dynasty's
  directors and senior officers by Northern Dynasty was $332,527 This figure includes
  any portion of remuneration received by the named person as an officer or employee
  of Hunter Dickinson Inc. that is attributable to Northern Dynasty's affairs.

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

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

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- 41 -

|SUMMARY COMPENSATION TABLE                                                                         
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|                                                                                                   
|Name and Principal
      Position                                                                  
|Ronald W. Thiessen (1) 
      
      President, Chief  
      Executive Officer and 
      Director
|2002                                                                                               
|2001                                                                                               
|                                                                                                   
|Jeffrey R. Mason  
      Chief Financial Officer,  
      Secretary and Director                   
|2002                                                                                               
|2001                                                                                               

LONG-TERM INCENTIVE PLANS AWARDS

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

Share Options

The Company has in place a stock option plan dated for reference
  June 18, 2003 (the "Plan"). The Plan has been established to provide incentive
  to qualified parties to increase their proprietary interest in the Company and
  thereby encourage their continuing association with the Company. The Plan is
  administered by the directors of the Company. The Plan provides that options
  will be issued to directors, officers, employees or consultants of the Company
  or a subsidiary of the Company. All options expire on a date not later than
  five years after the date of grant of such option.

---

- 42 -

The share options were granted to the Named Executive Officers during the
  financial year ended December 31, 2003 were as follows:

|Name               | Securities
      Under
      Options
      Granted
      (#) | % of Total Options
      Granted to
      Employees in
      Financial Year | Exercise or
      Base Price
      ($/Security) | Market Value of
      Securities
      Underlying Options
      on the Date of Grant
      ($/Security) | Expiration Date  
|------------------ | ------------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------
|Ronald W. Thiessen | 85,000                                                       | 4.1%                                                                        | $5.00                                           | $5.00                                                                                                   | November 30, 2005
|Jeffrey R. Mason   | 85,000                                                       | 4.1%                                                                        | $5.00                                           | $5.00                                                                                                   | November 30, 2005

The share options exercised by the Named Executive Officers
  during the financial year ended December 31, 2003 and the values of such options
  at the end of such year were as follows:

|Name               | Securities Acquired
      on Exercise  
      (#) | Aggregate Value
      Realized
      ($) | Unexercised Options
      at FY-End
      (#)
      Exercisable/
      Unexercisable | Value of Unexercised
      in-the-Money Options
      at FY-End
      ($)
      Exercisable/
      Unexercisable
|------------------ | ------------------------------------------------- | ---------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------
|Ronald W. Thiessen | 160,000                                           | 294,000                                  | Nil / 85,000                                                                         | Nil / $63,750                                                                                                   
|Jeffrey R. Mason   | Nil                                               | Nil                                      | Nil / 85,000                                                                         | Nil / $63,750                                                                                                   

No share options were repriced on behalf of the Named Executive Officers during
  the financial year ended December 31, 2003.

Defined Benefit or Actuarial Plans

There are no defined benefit or actuarial plans in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

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

Compensation of Directors

There were no arrangements, standard or otherwise, pursuant
  to which directors were compensated by Northern Dynasty for their services in
  their capacity as directors, or for committee participation, involvement in
  special assignments of for services as consultants or experts during the most
  recently completed financial year or subsequently, up to and including the date
  hereof. See also Item 7 regarding the potential value of the retained carried
  interest in the Pebble Property which, although it is not compensation, should
  be construed as a benefit to the directors.

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- 43 -

Security Holdings of Insiders who are Management (as at June 1, 2004)

|                        |                 | Percentage of      |                  
|----------------------- | --------------- | ------------------ | -----------------
|                        | Shares owned    | current issued and | Number of Options
|                        | or beneficially | outstanding        | Outstanding to   
|Name of Insider         | controlled(3)   | common shares(4)   | Insider          
|David J. Copeland       | 46,100          | 0.1%               | 85,000           
|Scott D. Cousens        | 6,000           | 0.0%               | 85,000           
|Robert A. Dickinson (2) | 1,207,055       | 3.5%               | 85,000           
|Jeffrey R. Mason        | nil             | 0.0%               | 85,000           
|Brian Mountford         | nil             | 0.0%               | 242,500          
|Ronald W. Thiessen      | 72,782          | 0.5%               | 85,000           
|Ian Watson              | nil             | 0.0%               | 242,500          
|Bruce A. Youngman       | 253,600         | 0.7%               | 85,000           
|Total                   | 1,585,537       | 4.5%               | 995,000          

Securities Held By Insiders

As of June 1, 2004 the directors and officers of Northern
  Dynasty and their affiliates held as a group, directly and indirectly, own or
  control an aggregate of 1,585,537 common shares (4.5% of outstanding common
  shares). Insiders also hold 995,000 options to acquire additional common shares.
  To the knowledge of the directors and executive officers of the Company, at
  May 31, 2004, only the following persons or corporations beneficially own, directly
  or indirectly or exercised control or direction over, Shares carrying more than
  10% of the voting rights attached to all outstanding Shares of the Company:

|Shareholder Name                     | Number of Shares Held | Percentage of Issued Shares
|------------------------------------ | --------------------- | ---------------------------
|Shambhala Gold Limited, a wholly     | 6,839,445             | 19.4%                      
|owned subsidiary of Galahad Gold plc |                       |                            

Shambhala Gold Limited, at June 1, 2004, also held 6,944,445
  warrants each exercisable to purchase an additional common share at a price
  of $0.90 until June 12, 2004.

The above information was supplied by the Company and by Computershare
  Trust Company of Canada, the Company's registrar and transfer agent.

C.     Board Practices

All directors were re-elected at the June 2003 annual general
  meeting and have a term of office expiring at the next annual general meeting
  of Northern Dynasty scheduled for June 23, 2004. All officers have a term of
  office lasting until their removal or replacement by the Board of Directors.
  There were no arrangements, standard or otherwise, pursuant to which directors
  were compensated by the Company or its subsidiaries for their services in their
  capacity as directors, or for committee

---

- 44 -

participation, involvement in special assignments of for services
  as consultants or experts during the most recently completed financial year
  or subsequently, up to and including the date hereof. The Company paid $1,057
  to a private engineering company owned by David Copeland, a director, for engineering
  services provided during the year at market rates. During the most recently
  completed fiscal year, $18,000 were paid to a private company controlled by
  Brian Mountford for engineering and project management services provided by
  him, at market rates.

During the fiscal year, 995,000 incentive options (85,000
  to each of six directors and 242,500 to each of two directors) to purchase shares
  were granted to the directors at an average exercise price of $4.16 per share.
  The options expire in July and November 2005. The options were issued pursuant
  to the Company's Share Option Plan. The Share Option Plan was approved by disinterested
  shareholders at the Company's annual general meeting held on June 18, 2003.

Commencing January 1, 2004, each director of the Company is
  paid an annual director's fee of $2,400 ($600 paid quarterly) and an additional
  fee of $600 for each directors' meeting attended. Each director who is a member
  of a committee receives $2,400 ($600 paid quarterly) for each committee of which
  he or she is a member, and a further fee of $600 for each committee meeting
  attended.

D.     Employees

At June 1, 2004, Northern Dynasty had no direct full-time
  employees, but rather it ordinarily contracts staff from Hunter Dickinson Inc.
  on an as-needed basis. Northern Dynasty's functions are primarily administered
  through Hunter Dickinson Inc. (see Item 7).

E.     Share Ownership - Stock Options

As at June 1, 2004, an aggregate of 2,049,168 shares have
  been reserved for issuance pursuant to the following director, executive officer
  and service provider stock options:

(a)     Incentive Options

|                          | Number of | Exercise | Date               | Expiry            
|------------------------- | --------- | -------- | ------------------ | ------------------
|Optionholder Status       | Shares    | Price    | of Grant           | Date              
|                          |           |          |                    |                   
|Directors and Officers of | 315,000   | $2.35    | August 14,2004     | July 29, 2005     
|Northern Dynasty          | 680,000   | $5000    | October 30, 2003   | November 30, 2005 
|                          | 995,000   |          |                    |                   
|                          |           |          |                    |                   
|                          |           |          |                    |                   
|Employees and Consultants | 38,834    | $0.50    | December 11, 2002  | December 20, 2004 
|                          | 75,000    | $0.75    | May 8, 2003        | May 9, 2005       
|                          | 50,000    | $0.94    | July 8, 2003       | July 29, 2005     
|                          | 10,500    | $1.18    | July 8, 2003       | July 29, 2005     
|                          | 7,500     | $2.30    | September 18, 2003 | September 19, 2005
|                          | 834,334   | $5.00    | October 30, 2003   | November 30, 2005 
|                          | 38,000    | $5.05    | December 4, 2003   | November 30, 2005 
|                          | 1,054,168 |          |                    |                   
|                          | 2,049,168 |          |                    |                   

In fiscal 2003, 1,014,500 options were exercised with proceeds
  of $411,665 at an average price of $0.41 per share. In fiscal 2004 to June 1,
  2004, 192,082 options were exercised, at an average price of $0.75, with proceeds
  of $143,563.

---

- 45 -

(b)     Share Incentive Plan

In order to provide incentive to directors, officers, employees,
  management and others who provide services to the Company to act in the best
  interests of the Company, in particular during the expanded feasibility, development
  and potential production phases, management of the Company proposed for its
  2004 Annual and Extraordinary General Meeting, scheduled to be held June 23,
  2004 that shareholders approve a resolution to amend and restate the existing
  share option plan as the "2004 Plan". The share option plan was approved by
  shareholders at the Company's annual general meeting held on June 18, 2003.
  Under the share option plan (the "2003 Plan"), a total of 3,600,000 shares of
  the Company were reserved for share incentive options to be granted at the discretion
  of the Company's board of directors to eligible optionees (the "Optionees").
  As at April 30, 2004, from the total of 3,600,000 under the 2003 Plan, 1,466,166
  had been exercised, 2,123,334 were outstanding, leaving 10,500 available to
  grant under the 2003 Plan.

The Company's board of directors have recommended that the
  number of shares reserved for issuance as share incentive options under the
  2004 Plan be increased from the 2003 Plan by 4,866,166.

The number of shares reserved for issuance under the Plan
  requires shareholder and TSX-V approval. Shareholders will be asked to approve
  an ordinary resolution of disinterested shareholders that 7,000,000 shares be
  reserved for issuance to Optionees under the Plan.

Eligible Optionees

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

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

Material Terms of the Plan

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

|(a) | all options granted under the Plan are non-assignable,
        non-transferrable and, while the Company is a Tier 2 issuer, can be for
        a period of up to 5 years;                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | upon the Company obtaining Tier 1 status the options can be for a period
      of up to 10 years;                                                                                                                                                                                                                                                                                                               
|   
|(c) | for stock options granted to employees or service
        providers (inclusive of management company employees), the Company must
        ensure that the proposed Optionee is a bona fide employee or service provider
        (inclusive of a management company employee), as the case may be, of the
        Company or of any of its subsidiaries;                                                         
|   
|(d) | if an Optionee ceases to be employed by the Company
        (other than as a result of termination with cause) or ceases to act as
        a director or officer of the Company or a subsidiary of the Company, any
        option held by such Optionee may be exercised within 90 days after the
        date such Optionee ceases to be employed as an officer or director or,
        as the case may be, or

---

- 46 -

|    | within 30 days if the Optionee is engaged in investor
        relations activities and ceases to be employed to provide investor relations
        activities;             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(e) | the minimum exercise price of an option granted
        under the Plan must not be less than the Discounted Market Price (as defined
        in the policies of TSX-V); and
|   
|(f) | no Optionee can be granted an option or options
        to purchase more than 5% of the outstanding listed shares of the Company
        in a one year period.             

The Company will seek "disinterested" shareholders' approval (described below)
  because:

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

Disinterested Shareholder Approval

For purposes of this resolution an aggregate of 1,585,537
  shares held by persons who are both insiders (and their associates, as defined
  in the Securities Act(British Columbia)) and who are eligible to receive
  options under the plan, will not be voted at the Meeting. If this resolution
  does not pass by disinterested shareholder approval then a second vote will
  be held where insiders and their associates will be permitted to vote on the
  resolution and the plan may be adopted, however, the resolution will be permitted
  to include the terms set out in sub-paragraphs (i) to (iv) above.

"Insider" means a director or senior officer of the Company,
  a director or senior officer a company that is an insider or subsidiary of the
  Company, a person that beneficially owns or controls, directly or indirectly,
  voting shares carrying more than 10% of the voting rights attached to all outstanding
  voting shares of the Company, or the Company itself if it holds any of its own
  securities.

"Disinterested Shareholder Approval" means the approval by
  a majority of the votes cast by all shareholders of the Company at the shareholders'
  meeting excluding votes attached to listed shares beneficially owned by "Insiders"
  of the Company (generally officers and directors) to whom the options have been
  granted under the Plan and Associates of those Insiders.

"Ordinary Resolution" is a resolution passed by the shareholders
  of a company at a general meeting by a simple majority of the votes cast in
  person or by proxy.

ITEM 7     MAJOR SHAREHOLDERS AND RELATED PARTY
  TRANSACTIONS

A.     Major Shareholders

Northern Dynasty's securities are recorded on the books of
  its transfer agent (Computershare Trust Company of Canada, 510 Burrard Street,
  Vancouver, B.C. V6C 3B9 (604) 661-0215) in registered form, however, the majority
  of such shares are registered in the name of intermediaries such as brokerage
  houses and clearing houses (on behalf of their respective brokerage clients).
  Northern Dynasty does not have knowledge or access to the identities of the
  beneficial owners of such shares registered through intermediaries. Based on
  information provided pursuant to Northern Dynasty's

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- 47 -

search of intermediaries, as of June 1, 2004, Shares registered
  in intermediaries were assumed to be held by residents of the same country in
  which the clearing house was located. To the best of its knowledge, Northern
  Dynasty is not directly or indirectly owned or controlled by a corporation or
  foreign government. For information on the holdings of insiders see Item 6B.

As of May 31, 2004:

|              | Number of    |            |              
|------------- | ------------ | ---------- | -------------
|              | registered   |            |              
|              | shareholders | Number of  | Percentage of
|Location      | of record    | shares     | total shares 
|Canada        | 124          | 23,508,096 | 66.8%        
|United States | 149          | 2,727,237  | 7.8%         
|Other         | 31           | 8,949,935  | 25.4%        
|              | 304          | 35,185,268 |              

As of June 1, 2004, the only registered holders of 5% or more of the current
  issued and outstanding common shares of Northern Dynasty are:

- Robert A. Dickinson (1,207,055 common shares plus options to purchase an
    additional85,000 options), who is a director,
- Shambhala Gold Limited (6,839,445 common shares plus warrants to purchase
    anadditional 6,944,445 common shares), and
- brokerage clearinghouses.

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

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

B.     Related Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Northern Dynasty or its predecessors during the years ended December 31, 2002
  or December 31, 2003 or in any pending transaction except as follows:

(a)     Management Contracts

The Company does not have full-time management or employees
  as these services are provided to the Company by Hunter Dickinson Inc. ("HDI")
  pursuant to a geological, corporate development,

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- 48 -

administrative and management services agreement dated for
  reference December 31, 1996. HDI is a private company owned equally by nine
  publicly traded exploration companies (one of which is the Company) and is managed
  by persons, the majority of whom are also directors of the Company. HDI is one
  of the largest independent mining exploration groups in North America and as
  of December 31, 2003, employed or retained on a substantially full-time basis,
  20 geoscientists, including six with advanced degrees (four Ph.D.'s and two
  M.Sc.'s), eight professional geologists, and four professional engineers (PEng.);
  three engineers (two mining engineers and one civil engineer, all with professional
  engineer designations); one biologist (MSc.), eight accountants (including four
  Chartered Accountants, one CMA and one CGA) and fifteen administrative and support
  personnel. It has supervised mineral exploration projects in Canada (British
  Columbia, Manitoba, Ontario, Québec, Yukon and Northwest Territories)
  and internationally in Brazil, Nevada, Mexico and South Africa. HDI allocates
  the cost of staff input into projects such as the Pebble project based on the
  time records of involved personnel. Costs of such personnel and third party
  contractors are billed to the participating public companies on a full cost
  recovery basis (inclusive of HDI staff costs and overhead) for amounts which
  are considered by the Company management to be at a cost that is competitive
  with arm's-length suppliers. The shares of HDI are owned by each of the participating
  public corporations (including the Company) for as long as HDI's services are
  being retained by such participating company, however a participant surrenders
  its single share of HDI at the time of termination of the standard form of services
  agreement. The agreement can be cancelled on 30 days' notice. The amounts billed
  by HDI for its services rendered and reimbursement of expenses were approximately
  $1,257,404 in 2003 (2002 - $1,227,425).

(b)     Property Option Assignment

HDGI Assignment dated October 29, 2001 between Hunter Dickinson
  Group Inc. and Northern Dynasty respecting the Pebble Property Option. (See
  Item 4A and Item 19 - Exhibits.) As of April 30, 2002, Northern Dynasty had
  fully paid HDGI for Pebble expenditures. Hunter Dickinson Group Inc. (herein
  "HDGI") is a private company which seeks to source and secure rights to mineral
  prospect opportunities for its own account and for purposes of involving public
  companies by way of option, joint venture or assignment of all or a part of
  HDGI's rights. HDGI has assigned prospect interests to both arm's length and
  non-arm's length companies. HDGI will generally risk its own funds on preliminary
  exploration costs before assigning its interest in a prospect on terms negotiated
  with the transferee company. Such assignments generally require the acceptance
  by the TSX Venture (which Northern Dynasty has received) and in some cases the
  shareholders of the public company (by approval of a majority of the disinterested
  shareholders of the transferee). All of the directors of Northern Dynasty, except
  Mr. Youngman, are among the seven directors of HDGI, and HDGI has one independent
  director. The shares of HDGI are held by Messrs. R.A. Dickinson, R.W. Thiessen,
  J.R. Mason, D.J. Copeland, S.D. Cousens, R.G. Hunter, and D.S. Jennings, each
  of whom is a director of Northern Dynasty, except D.S. Jennings. HDGI is the
  corporate trustee of seven director family trusts to which such named directors
  and their family members are beneficiaries. Northern Dynasty received disinterested
  shareholder approval for the transaction at its June 28, 2002 annual shareholders
  meeting.

(c)     Participation in Private Placements

To the knowledge of management of the Company, no insider
  or nominee for election as a director of the Company had any interest in any
  material transaction during the year ended December 31, 2003, or has any interest
  in any material transaction in the current year other than as set out herein.

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- 49 -

During the year ended December 31, 2003, directors and officers
  of the Company (including companies owned or controlled by such person) participated
  in the following private placements as follows:

|Date of      |                                                          |                                          
|------------ | -------------------------------------------------------- | -----------------------------------------
|placement    | Description of placement                                 | Directors
      and officer participation
|            
|January 2003 | 1,300,000 flow-through
      units and 400,000 non       | Robert Dickinson (including private      
|             | flow-through units
      at $0.50 each. Each flow-       | companies controlled by Mr.              
|             | through unit was
      comprised of a flow-through       | Dickinson)  400,000 units               
|             | common share and
      a two-year non-flow-through       |                                          
|             | share purchase
      warrant. Each warrant entitles the  | Bruce Youngman  20,000 units            
|             | holder to purchase
      one common share at a price of  |                                          
|             | $0.60 until January
      14, 2005. The non flow-        |                                          
|             | through units
      were comprised of one common         |                                          
|             | share and one
      two-year share purchase warrant      |                                          
|             | with the same
      warrant terms.                       |                                          
|            
|July 2003    | 6,944,445 units
      at a price of $0.72 per unit. Each | Shambhala Gold Limited, a wholly         
|             | unit was comprised
      of one common share and one     | owned subsidiary of Galahad Gold         
|             | warrant exercisable
      to purchase an additional      | plc, of which Ian Watson is              
|             | common share at
      a price of $0.90 until June 12,    | Chairman and Managing Director -         
|             | 2004. All shares
      issued pursuant to the private    | 6,839,445 units                          
|             | placement financing
      and upon the exercise of the   |                                          
|             | warrants have
      a hold period expiring July 31,      |                                          
|             | 2004.                                                    |                                          

Directors and officers of Northern Dynasty may from time to
  time serve as directors of and have an interest, either directly or indirectly,
  in other companies involved in natural resource exploration and development.
  As a result, a director of Northern Dynasty may be presented, from time to time,
  with situations, which give rise to an apparent conflict of interest. On any
  conflict situation, a director may abstain from voting on resolutions of the
  Board of Directors that evoke such conflict in order to have the matter resolved
  by an independent Board, or the situation may be presented to the shareholders
  of Northern Dynasty for ratification. In any event, the directors of Northern
  Dynasty must, in accordance with the laws of British Columbia, act honestly
  and in good faith and in the best interests of Northern Dynasty, and must exercise
  the care, diligence and skill of a reasonably prudent person in dealing with
  the affairs of Northern Dynasty.

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

C.     Interests of Experts and Counsel

Not applicable.

---

- 50 -

ITEM 8     FINANCIAL INFORMATION

A.     Statements and Other Financial Information

See "Item 17 Financial Statements" and pages 2 to 4.

Legal Proceedings

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

Dividend Policy

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

B.     Significant Changes

There have been no significant changes to the business of Northern Dynasty
  since December 31, 2003.

ITEM 9     THE OFFER AND LISTING

A.     Offer and Listing Details

Trading Markets

|TSX VENTURE:                      |       |      | OTC BULLETIN BOARD:              |      |     
|--------------------------------- | ----- | ---- | -------------------------------- | ---- | ----
|NDM - Trading in Canadian Dollars |       |      | Trading in United States Dollars |      |     
|                                  | High  | Low  |                                  | High | Low 
|                                  | ($)   | ($)  |                                  | ($)  | ($) 
|Annual                            |       |      | Annual                           |      |     
|2004 (to June 1, 2004)            | 11.54 | 4.13 | 2004 (to June 1, 2004)           | 9.00 | 2.90
|2003                              | 7.35  | 0.55 | 2003                             | 5.55 | 0.36
|2002                              | 1.44  | 0.42 | 2002 (from July 29, 2002)        | 0.90 | 0.25
|2001                              | 0.79  | 0.32 |                                  |      |     
|2000                              | 0.66  | 0.40 |                                  |      |     
|1999                              | 0.57  | 0.32 |                                  |      |     
|1998                              | 0.75  | 0.37 |                                  |      |     
|1997                              | 1.95  | 1.00 |                                  |      |     
|1996                              | 2.00  | 1.02 |                                  |      |     
|                                  |       |      |                                  |      |     
|By Quarter                        |       |      | By Quarter                       |      |     
|Calendar 2000                     |       |      |                                  |      |     
|First Quarter                     | 0.66  | 0.48 |                                  |      |     
|Second Quarter                    | 0.42  | 0.40 |                                  |      |     
|Third Quarter                     | 0.50  | 0.41 |                                  |      |     
|Fourth Quarter                    | 0.51  | 0.40 |                                  |      |     

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- 51 -

|TSX VENTURE:                            |       |      | OTC BULLETIN BOARD:              |      |     
|--------------------------------------- | ----- | ---- | -------------------------------- | ---- | ----
|NDM - Trading in Canadian
      Dollars |       |      | Trading in United States Dollars |      |     
|                                        | High  | Low  |                                  | High | Low 
|                                        | ($)   | ($)  |                                  | ($)  | ($) 
|                                        |       |      |                                  |      |     
|Calendar 2001                           |       |      |                                  |      |     
|First Quarter                           | 0.46  | 0.32 |                                  |      |     
|Second Quarter                          | 0.49  | 0.36 |                                  |      |     
|Third Quarter                           | 0.55  | 0.35 |                                  |      |     
|Fourth Quarter                          | 0.79  | 0.38 |                                  |      |     
|                                        |       |      |                                  |      |     
|Calendar 2002                           |       |      | Calendar 2002                    |      |     
|First Quarter                           | 1.20  | 0.43 |                                  |      |     
|Second Quarter                          | 1.44  | 0.95 |                                  |      |     
|Third Quarter                           | 1.24  | 0.54 | Third Quarter (from July 20,     | 0.90 | 0.40
|                                        |       |      | 2002)                            |      |     
|Fourth Quarter                          | 0.74  | 0.42 | Fourth Quarter                   | 0.60 | 0.25
|                                        |       |      |                                  |      |     
|Calendar 2003                           |       |      | Calendar 2003                    |      |     
|First Quarter                           | 0.90  | 0.55 | First Quarter                    | 0.60 | 0.36
|Second Quarter                          | 1.28  | 0.65 | Second Quarter                   | 0.99 | 0.47
|Third Quarter                           | 3.25  | 1.15 | Third Quarter                    | 2.41 | 0.78
|Fourth Quarter                          | 7.35  | 2.95 | Fourth Quarter                   | 5.55 | 2.21
|                                        |       |      |                                  |      |     
|Calendar 2004                           |       |      | Calendar 2004                    |      |     
|First Quarter                           | 11.54 | 5.62 | First Quarter                    | 9.00 | 4.35
|Second Quarter (to June 1,              | 7.80  | 4.13 | Second Quarter (to June 1,       | 5.94 | 2.90
|2004)                                   |       |      | 2004)                            |      |     
|                                        |       |      |                                  |      |     
|Monthly                                 |       |      | Monthly                          |      |     
|April 2004                              | 7.80  | 5.50 | April 2004                       | 5.94 | 4.08
|March 2004                              | 8.48  | 7.20 | March 2004                       | 6.30 | 5.40
|February 2004                           | 9.50  | 6.85 | February 2004                    | 7.00 | 5.10
|January 2004                            | 11.54 | 5.62 | January 2004                     | 9.00 | 4.35
|December 2003                           | 5.80  | 4.50 | December 2003                    | 4.45 | 3.43
|November 2003                           | 7.35  | 4.55 | November 2003                    | 5.55 | 3.41
|October 2003                            | 5.60  | 2.95 | October 2003                     | 4.40 | 2.21
|September 2003                          | 3.20  | 2.24 | September 2003                   | 2.41 | 1.64




B.     Plan of Distribution

Not applicable.

C.     Markets

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

---

- 52 -

Yahoo NDM.V). Since July 20, 2002, Northern Dynasty's shares have traded in
  the United States on the OTC Bulletin Board.

D.     Selling Shareholders

Not applicable.

E.     Dilution

Not applicable.

F.     Expenses of the Issue

Not applicable.

ITEM 10     ADDITIONAL INFORMATION

A.     Share Capital

Not required in an Annual Report.

B.     Memorandum and Articles of Association

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

Objects and Purposes

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

Directors - Powers and Limitations

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

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- 53 -

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

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

Under the Articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Northern Dynasty,
  or who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director, shall declare in writing the nature and extent of such interest in
  such contract or transaction. A director shall not vote in respect of any such
  contract or transaction if the company in which he is interested and if he should
  vote his vote shall not be counted but shall be counted in the quorum present
  at the meeting. Similarly, under the BCCA directors are obligated to abstain
  from voting on matters in which they may be financially interested after fully
  disclosing such interest. Directors must abstain from voting in such circumstances
  both under the Articles and under the BCCA.

Changes to Rights of Common Shareholders

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

Shareholders Meetings

Shareholders meetings are governed by the Articles of Northern
  Dynasty but many important shareholder protections are also contained in the
  Securities Act (British Columbia) and the BCCA. The Articles provide
  that Northern Dynasty will hold an annual shareholders' meeting, will provide
  at least 21 days' notice and will provide for certain procedural matters and
  rules of order with respect to conduct of the meeting. The Securities Act
  (British Columbia) and the BCCA superimpose requirements that generally provide
  that shareholders meetings require not less than a 60 day notice period from
  initial public notice and that Northern Dynasty makes a thorough advanced search
  of intermediary and brokerage registered shareholdings to facilitate communication
  with beneficial shareholders so that meeting proxy and information materials
  can

---

- 54 -

be sent via the brokerages to unregistered but beneficial
  shareholders, The form and content of information circulars and proxies and
  like matters are governed by the Securities Act and the BCCA. This legislation
  specifies the disclosure requirements for the proxy materials and various corporate
  actions, background information on the nominees for election for director, executive
  compensation paid in the previous year and full details of any unusual matters
  or related party transactions. Northern Dynasty must hold an annual shareholders
  meeting open to all shareholders for personal attendance or by proxy at each
  shareholder's determination. The meeting must be held within 13 months of the
  previous annual shareholders meeting and must present audited statements that
  are no more than 180 days old at such meeting.

Shares Fully Paid

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

Redemption

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

Pre-emptive Rights

There are no pre-emptive rights applicable to Northern Dynasty
  which provide a right to any person to participate in offerings of Northern
  Dynasty's equity or other securities

Rights to Profits and Liquidation Rights

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

No Limitation on Foreign Ownership

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

Dividends

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

Voting Rights

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

Change in Control

Northern Dynasty has not implemented any shareholders' rights
  or other "poison pill" protection against possible take-overs. Northern Dynasty
  does not have any agreements that are triggered by a take-over or other change
  of control. There are no provisions in its articles triggered by or affected

---

- 55 -

by a change in outstanding shares which gives rise to a change
  in control. There are no provisions in Northern Dynasty's material agreements
  giving special rights to any person on a change in control.

Insider Share Ownership Reporting

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

Securities Act (British Columbia)

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

Alaska Subsidiary

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

C.     Material Contracts

Northern Dynasty's material contracts as of June 1, 2004 are:

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

---

- 56 -

D.     Exchange Controls

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

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

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

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

---

- 57 -

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

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

E.     Taxation

Material Canadian Federal Income Tax Consequences for United States Residents

The following, in management's understanding summarizes the
  material Canadian federal income tax consequences generally applicable to the
  holding and disposition of Common Shares by a holder (in this summary, a "U.S.
  Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
  Act"), is not resident in Canada, deals at arm's length with Northern Dynasty,
  holds the Common Shares as capital property and does not use or hold the Common
  Shares in the course of carrying on, or otherwise in connection with, a business
  in Canada, and (b) for the purposes of the Canada-United States Income Tax Convention,
  1980 (the "Treaty"), is a resident solely of the United States, has never been
  a resident of Canada, and has not held or used (and does not hold or use) Common
  Shares in connection with a permanent establishment or fixed base in Canada.
  This summary does not apply to traders or dealers in securities, limited liability
  companies, tax-exempt entities, insurers, financial institutions (including
  those to which the mark-to-market provisions of the Tax Act apply), or any other
  U.S. Holder to which special considerations apply.

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

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Northern
  Dynasty will be subject to Canadian withholding tax. Under the Treaty, the rate
  of withholding tax on dividends paid to a U.S. Holder is generally limited to
  15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
  and beneficially owns at least 10% of Northern Dynasty's voting shares). Northern

---

- 58 -

Dynasty will be required to withhold the applicable withholding
  tax from any such dividend and remit it to the Canadian government for the U.S.
  Holder's account.

Disposition

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

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

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding a discussion
  of the material United States federal income tax consequences, under current
  law, generally applicable to a U.S. Holder (as hereinafter defined) of common
  shares of Northern Dynasty. This discussion does not address all potentially
  relevant federal income tax matters and it does not address consequences peculiar
  to persons subject to special provisions of federal income tax law, such as
  those described below as excluded from the definition of a U.S. Holder. In addition,
  this discussion does not cover any state, local or foreign tax consequences.
  (see "Taxation  Canadian Federal Income Tax Consequences" above). Accordingly,
  holders and prospective holders of common shares of Northern Dynasty should
  consult their own tax advisors about the specific federal, state, local, and
  foreign tax consequences to them of purchasing, owning and disposing of common
  shares of Northern Dynasty, based upon their individual circumstances.

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

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
  of Northern Dynasty who is a citizen or individual resident of the United States,
  a corporation or partnership created or organized in or under the laws of the
  United States or of any political subdivision thereof, an estate whose income
  is taxable in the United States irrespective of source or a trust subject to
  the primary supervision of a court within the United States and control of a
  United States fiduciary as described

---

- 59 -

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

Distribution on Common Shares of Northern Dynasty

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Northern
  Dynasty are required to include in gross income for United States federal income
  tax purposes the gross amount of such distributions, equal to the U.S. dollar
  value of such distributions on the date of receipt (based on the exchange rate
  on such date), to the extent that Northern Dynasty has current or accumulated
  earnings and profits, without reduction for any Canadian income tax withheld
  from such distributions. Such Canadian tax withheld may be credited, subject
  to certain limitations, against the U.S. Holder's federal income tax liability
  or, alternatively, may be deducted in computing the U.S. Holder's federal taxable
  income by those who itemize deductions. (See more detailed discussion at "Foreign
  Tax Credit" below). To the extent that distributions exceed current or accumulated
  earnings and profits of Northern Dynasty, they will be treated first as a return
  of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter
  as gain from the sale or exchange of property. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

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

Dividends paid on the common shares of Northern Dynasty generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Northern Dynasty may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of
  the voting power and value of Northern Dynasty) deduction of the United States
  source portion of dividends

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received from Northern Dynasty (unless Northern Dynasty qualifies
  as a "foreign personal holding company" or a "passive foreign investment company,"
  as defined below). Northern Dynasty does not anticipate that it will earn any
  United States income, however, and therefore does not anticipate that any U.S.
  Holder will be eligible for the dividends received deduction.

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

Foreign Tax Credit

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

Disposition of Common Shares of Northern Dynasty

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

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years from the loss year to be offset against capital gains until such net
  capital loss is thereby exhausted.

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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Northern Dynasty is urged to consult a tax advisor with respect
  to how the PFIC rules affect such U.S. Holder's tax situation.

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

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

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S. Holder's holding
  period in which Northern Dynasty is a PFIC. If the U.S. Holder makes a QEF election
  in such first year, i.e., a "timely" QEF election, then the U.S. Holder may
  make the QEF election by simply filing the appropriate documents at the time
  the U.S. Holder files his tax return for such first year. If, however, Northern
  Dynasty qualified as a PFIC in a prior year during the U.S. Holder's holding
  period, then, in order to avoid the Section 1291 rules discussed below, in addition
  to filing documents, the U.S. Holder must elect to recognize under the rules
  of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise
  recognize if the U.S. Holder sold his stock on the qualification date or (ii)
  if Northern Dynasty is a controlled foreign corporation, the U.S. Holder's pro
  rata share of Northern Dynasty's post-1986 earnings and profits as of the qualification
  date. The qualification date is the first day of Northern Dynasty's first tax
  year in which Northern Dynasty qualified as a QEF with respect to such U.S.
  Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely
  QEF election, or (ii) an untimely QEF election and either of the above-described
  gain-recognition elections under Section 1291 is referred to herein as an "Electing
  U.S. Holder." A U.S. Holder who holds common shares at any time during a year
  of Northern Dynasty in which Northern Dynasty is a PFIC and who is not an Electing
  U.S. Holder (including a U.S. Holder who makes an untimely QEF election and
  makes neither of the above-described gain-recognition elections) is referred
  to herein as a "Non-Electing U.S. Holder." An Electing U.S. Holder (i) generally
  treats any gain realized on the disposition of his Registrant common shares
  as capital gain; and (ii) may either avoid interest charges resulting from PFIC
  status altogether, or make an annual election, subject to certain limitations,
  to defer payment of current taxes on his share of Northern Dynasty's annual
  realized net capital gain and ordinary earnings subject, however, to an interest
  charge. If the U.S. Holder is not a corporation, any interest charge imposed
  under the PFIC regime would be treated as "personal interest" that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Northern Dynasty must provide certain information regarding its net
  capital gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Northern Dynasty intends to make

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the necessary information available to U.S. Holders to permit
  them to make (and maintain) QEF elections with respect to Northern Dynasty.
  Northern Dynasty urges each U.S. Holder to consult a tax advisor regarding the
  availability of, and procedure for making, the QEF election.

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

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

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

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

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a "mark-to-market election"). If such an election is
  made, such U.S. Holder will generally not be subject to the special taxation
  rules of Section 1291 discussed above. However, if the mark-to-market election
  is made by a Non-Electing U.S. Holder

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

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

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Northern Dynasty, certain adverse rules may apply
  in the event that both Northern Dynasty and any foreign corporation in which
  Northern Dynasty directly or indirectly holds shares is a PFIC (a "lower-tier
  PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would
  be treated as owning his or its proportionate amount of any lower-tier PFIC
  shares, and generally would be subject to the PFIC rules with respect to such
  indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election
  with respect thereto. Northern Dynasty intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to each subsidiary of Northern Dynasty that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier

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

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

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Northern
  Dynasty is owned, actually or constructively, by citizens or residents of the
  United States, United States domestic partnerships or corporation, or estates
  or trusts other than foreign estates or trusts (as defined by the Code Section
  7701(a)(31)), each of which own, actually or constructively, 10% or more of
  the total combined voting power of all classes of shares entitled to vote of
  Northern Dynasty ("United States Shareholder"), Northern Dynasty could be treated
  as a controlled foreign corporation ("CFC") under Subpart F of the Code. This
  classification would effect many complex results, one of which is the inclusion
  of certain income of a CFC which is subject to current U.S. tax. The United
  States generally taxes United States Shareholders of a CFC currently on their
  pro rata shares of the Subpart F income of the CFC. Such United States Shareholders
  are generally treated as having received a current distribution out of the CFC's
  Subpart F income and are also subject to current U.S. tax on their pro rata
  shares of increases in the CFC's earnings invested in U.S. property. The foreign
  tax credit described above may reduce the U.S. tax on these amounts. In addition,
  under Section 1248 of the Code, gain from the sale or exchange of shares by
  a U.S. Holder of common shares of Northern Dynasty which is or was a United
  States Shareholder at any time during the five-year period ending on the date
  of the sale or exchange is treated as ordinary income to the extent of earnings
  and profits of Northern Dynasty attributable to the shares sold or exchanged.
  If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally
  will not be treated as a PFIC with respect to United States Shareholders of
  the CFC. This rule generally will be effective for taxable years of United States
  Shareholders beginning after 1997 and for taxable years of foreign corporations
  ending with or within such taxable years of United States Shareholders. Special
  rules apply to United States Shareholders who are subject to the special taxation
  rules under Section 1291 discussed above with respect to a PFIC. Because of
  the complexity of Subpart F, a more detailed review of these rules is outside
  of the scope of this discussion. Northern Dynasty does not believe that it currently
  qualifies as a CFC. However, there can be no assurance that Northern Dynasty
  will not be considered a CFC for the current or any future taxable year.

F.     Dividends and Paying Agents

Not applicable.

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G.     Statement by Experts

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

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

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

H.     Documents on Display

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

I.     Subsidiary Information

Not applicable.

ITEM 11     QUANTITATIVE AND QUALITATIVE DISCLOSURES
  ABOUT MARKET RISK

(a)     Transaction Risk and Currency Risk Management

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

(b)     Exchange Rate Sensitivity

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

(c)     Interest Rate Risk and Equity Price Risk

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

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(d)     Commodity Price Risk

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

ITEM 12     DESCRIPTION OF SECURITIES OTHER THAN
  EQUITY SECURITIES

A.     Debt Securities

Not applicable.

B.     Warrants and Rights

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

C.     Other Securities

Not applicable.

D.     American Depositary Shares

Not applicable.

PART II

ITEM 13     DEFAULTS, DIVIDEND ARREARAGES AND
  DELINQUENCIES

Not applicable.

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

Not applicable.

ITEM 15     CONTROLS AND PROCEDURES

As of June 1, 2004, an evaluation was carried out under the
  supervision of, and with the participation of the Corporation's management,
  including the Chief Executive Officer and the Chief Financial Officer, of the
  effectiveness of the Company's disclosure controls and procedures (as defined
  in Rule 13a-15(e) under the Securities Act of 1934). Based on that evaluation
  the Chief Executive Officer and Chief Financial Officer concluded that the design
  and operation of these disclosure controls and procedures were effective.

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No changes were made in the Company's internal control over
  financial reporting that has materially affected or is reasonably likely to
  materially affect the Company's internal control over financial reporting subsequent
  to the date of their evaluation.

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

A.     Audit Committee Financial Expert

The designated Audit Committee "financial expert" is Mr. Ronald
  W. Thiessen, who is also the President and Chief Executive Officer of the Company.
  Accordingly, Mr. Thiessen is not "independent", as the term is defined by the
  American Stock Exchange which is a national securities exchange. Mr. Thiessen
  is a Chartered Accountant.

B.     Code of Ethics

The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics is appended as an exhibit to this Form
  20-F.

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 31, |  |   | December 31, | 
|Services:              |   | 2003         |  |   | 2002         | 
|Audit services         | $ | 8,500        |  | $ | 8,500        | 
|Audit-related services |   | --           |  |   | --           | 
|Tax services           |   | 1,000        |  |   | 1,000        | 
|All other services     |   | --           |  |   | 2,900        | 
|                       | $ | 9,500        |  | $ | 12,400       | 

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

As 2003 was the first year of the audit committee pre-approval
  process, only the audit and tax services rendered in the year ended December
  31, 2003 were pre-approved by the audit committee.

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- 69 -

D.     Exemptions from Listing Standards for Audit
  Committees

Not applicable.

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

None.

PART III

ITEM 17     FINANCIAL STATEMENTS

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

Annual

|(1) | Auditors' Reports on the consolidated balance sheets
        as at December 31, 2003, and 2002, and the statements of operations and
        deficit, mineral property interests and changes in cash flows for each
        of the three years ended December 31, 2003, 2002 and 2001;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Balance sheets as at December 31, 2003, 2002 and 2001;                                                                                                                                                                                                                                
|   
|(3) | Statements of operations and deficit for each of the three years ended
      December 31, 2003, 2002 and 2001;                                                                                                                                                                        
|   
|(4) | Statements of changes in cash flows for the periods referred to in (8)
      above;                                                                                                                                                                                                   
|   
|(5) | Notes to the financial statements;                                                                                                                                                                                                                                                    

ITEM 18     FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

ITEM 19     EXHIBITS

Key to the following document types:

|1. | Articles of Incorporation and Registered Incorporation Memorandum of
      Northern Dynasty.  
|-- | ----------------------------------------------------------------------------------------------
|  
|2. | Other Instruments defining the rights of the holders of equity or debt
      securities. (N/A)
|  
|3. | Voting trust agreements. (N/A)                                                                
|  
|4. |                                                                                               

a. Material contracts not made in the
  ordinary course of business or which are to be performed in whole or in part
  at or after the filing of the Registration Statement or which was entered into
  not more than two years before filing.

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- 70 -

b.

(i) Agreements to which Directors,
  Officers, promoters voting trustees or security holders or their affiliates
  named in the Registration Statement are parties other than contracts involving
  only the purchase or sale of current assets having a determinable market price;
  
  (ii) contracts on which Northern Dynasty business is substantially dependent;
  (iii) contracts for the acquisition or sale of property exceeding 15% of Northern
  Dynasty's fixed assets; and 
  (iv) material leases. (N/A)

c. Management Contracts, compensation plans.

5-9     Not applicable.

10.     Other

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

|                                                                                                    | Type of                           |                                                                                                                                                                                                                                                              |      
|--------------------------------------------------------------------------------------------------- | --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----
|                                                                                                    | Document                          | Description                                                                                                                                                                                                                                                  | Pages
|                                                                                                    |                                   |                                                                                                                                                                                                                                                              |      
|1.                                                                                                  | 1                                 | Certificate of Incorporation, Memorandum and Articles of 
      Association of Northern Dynasty                                                                                                                                                              | 1-54 
|2.                                                                                                  | 4C                                | Amended Share Incentive Plan dated for reference June 20,
      2000                                                                                                                                                                                         | 55-67
|3.                                                                                                  | 4B(i)                             | Geological Management and
        Administration Services Agreement  dated for reference December 31,
        1996 between Northern  Dynasty and Hunter Dickinson Inc. ("HDI")
        (See Item 7 "Interest  of Management in Certain Transactions"         | 68-77
|4.                                                                                                  | 4B(i) 
      4B(ii)
      4B(iii) | HDGI Assignment Agreement
        with Hunter Dickinson Group Inc.  ("HDGI") dated October 29, 2001
        whereby Northern Dynasty obtained its option to the Pebble Property
        including the  underlying Teck Cominco Options and Consent Agreement | 78-99
|                                                                                                    |                                   |                                                                                                                                                                                                                                                              |      
|The following exhibits were attached to the
      Form 20-FA filed March 18, 2002:                  |                                  
|                                                                                                    |                                   |                                                                                                                                                                                                                                                              |      
|5.                                                                                                  | 10                                | Consent of U.S. Tax Expert, Kempisty & Co., Certified
      Public  Accountants (1)                                                                                                                                                                          | 100  
|6.                                                                                                  | 10                                | Consent of Auditors, DeVisser Gray, Chartered Accountants                                                                                                                                                                                                    | 101  
|7.                                                                                                  | 10                                | Consent of counsel, Lang Michener (1)                                                                                                                                                                                                                        | 102  
|8.                                                                                                  | 10                                | Consent of geological expert, M.J. Casselman                                                                                                                                                                                                                 | 103  
|                                                                                                    |                                   |                                                                                                                                                                                                                                                              |      
|The following exhibits were attached to the
      second amendment Form 20-FA filed April 25, 2002: |                                  
|                                                                                                    |                                   |                                                                                                                                                                                                                                                              |      
|9.                                                                                                  | 10                                | Consent of Auditors, DeVisser Gray, Chartered Accountants dated
      April 24, 2002.                                                                                                                                                                        | 104  

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- 71 -

|10.                                                                                                                                                                                                                                                                 | 10   | Consent of Geological Expert, M.J. Casselman, April 24, 2002.                                                                                                                                         | 105
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|The following exhibits were attached to the third amendment
      Form 20-FA filed June 3, 2002:                                                                                                                                                                    |     
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|11.                                                                                                                                                                                                                                                                 | 10   | Consent of Geological Expert, M.J. Casselman, May 31, 2002.                                                                                                                                           | 106
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|The following exhibits were attached to the Annual Report
      on Form 20-F filed June 24, 2002:                                                                                                                                                                   |     
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|12.                                                                                                                                                                                                                                                                 | 10   | Consent of Auditors, DeVisser Gray, Chartered Accountants 
      dated June 24, 2002.                                                                                                                 | 107
|13.                                                                                                                                                                                                                                                                 | 10   | Consent of Geological Expert, M.J. Casselman, June 24, 2002.                                                                                                                                          | 108
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|Note:
      (1)     No changes were made
        to the second and third amendment 20-FA sections respecting which these
        experts were  concerned (see Item 10G) and provided consents as part
        of the March 18, 2002 20-FA (first amendment) filing.
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|The following exhibits are filed with this Annual Report
      on Form 20-F:                                                                                                                                                                                        |     
|                                                                                                                                                                                                                                                                    |      |                                                                                                                                                                                                       |    
|14.                                                                                                                                                                                                                                                                 | 10   | Code of Ethics                                                                                                                                                                                        |    
|15.                                                                                                                                                                                                                                                                 | 12.1 | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                    |    
|16.                                                                                                                                                                                                                                                                 | 12.2 | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                    |    
|17.                                                                                                                                                                                                                                                                 | 13.1 | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 |    
|18.                                                                                                                                                                                                                                                                 | 99.1 | Audited annual
      financial statements for the year ended December  31, 2003                                                                                                                       |    

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- 72 -

SIGNATURES

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

NORTHERN DYNASTY MINERALS LTD.

Per:

/s/ Ronald W. Thiessen
  RONALD W. THIESSEN 
  President and Director

DATED: June 10, 2004

---