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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER31,2005





This annual information form (AIF) is prepared as of March
21, 2006

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

|                                                                              |                                                               |                                                                                     | Page
|----------------------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ----
|                                                                              |                                                               |                                                                                     |     
|ITEM 1.TABLE OF
      CONTENTS                                                | 2                                                            
|                                                                              |                                                               |                                                                                     |     
|ITEM 2.PRELIMINARY
      NOTES                                                | 3                                                            
|                                                                              |                                                               |                                                                                     |     
|                                                                              | INCORPORATION OF CONTINUOUS DISCLOSURE DOCUMENTS BY REFERENCE | 3                                                                                  
|                                                                              | GLOSSARY                                                      | 4                                                                                  
|                                                                              | RESOURCE CATEGORY (CLASSIFICATION) DEFINITIONS                | 4                                                                                  
|                                                                              |                                                               |                                                                                     |     
|ITEM 3.CORPORATE
      STRUCTURE                                              | 5                                                            
|                                                                              |                                                               |                                                                                     |     
|ITEM 4.GENERAL DEVELOPMENT
      OF THE BUSINESS                              | 6                                                            
|                                                                              |                                                               |                                                                                     |     
|                                                                              | THREE YEAR HISTORY                                            | 6                                                                                  
|                                                                              | SIGNIFICANT ACQUISITIONS AND SIGNIFICANT DISPOSITIONS         | 6                                                                                  
|                                                                              |                                                               |                                                                                     |     
|ITEM 5.DESCRIPTION
      OF BUSINESS                                          | 6                                                            
|                                                                              |                                                               |                                                                                     |     
|                                                                              | THE PEBBLE PROJECT                                            | 6                                                                                  
|                                                                              |                                                               | Summary                                                                             | 6   
|                                                                              |                                                               | Property Agreements                                                                 | 8   
|                                                                              |                                                               | Location, Access and Property Description                                           | 9   
|                                                                              |                                                               | Topography and Climate                                                              | 10  
|                                                                              |                                                               | Exploration History                                                                 | 11  
|                                                                              |                                                               | Property Geology                                                                    | 12  
|                                                                              |                                                               | Mineralization                                                                      | 12  
|                                                                              |                                                               | Estimates of Mineralization                                                         | 13  
|                                                                              |                                                               | Sampling, Analysis, Security and Quality Assurance/Quality
      Control Procedures | 15  
|                                                                              |                                                               | Recent work  2005 Program                                                          | 15  
|                                                                              |                                                               | Plan of Operation  Fiscal 2006                                                     | 17  
|                                                                              | RISK FACTORS                                                  | 18                                                                                 
|                                                                              |                                                               |                                                                                     |     
|ITEM 6.DIVIDENDS                                                              | 22                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 7.DESCRIPTION
      OF CAPITAL STRUCTURE                                 | 22                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 8.MARKET FOR
      SECURITIES                                            | 23                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 9.ESCROWED
      SECURITIES                                              | 23                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 10.DIRECTORS AND OFFICERS                                                | 23                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 11.PROMOTERS                                                             | 33                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 12.LEGAL PROCEEDINGS                                                     | 33                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 13.INTEREST OF MANAGEMENT
      AND OTHERS IN MATERIAL TRANSACTIONS      | 33                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 14.TRANSFER AGENT AND
      REGISTRAR                                    | 34                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 15.MATERIAL CONTRACTS                                                    | 34                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 16.INTERESTS OF
      EXPERTS                                            | 34                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 17.ADDITIONAL INFORMATION                                                | 34                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 18.DISCLOSURE FOR COMPANIES
      NOT SENDING INFORMATION CIRCULARS      | 35                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 19.CONTROLS AND PROCEDURES                                               | 35                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 20.AUDIT COMMITTEE, CODE
      OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS | 36                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 21.OFF BALANCE SHEET ARRANGEMENTS                                        | 36                                                           
|                                                                              |                                                               |                                                                                     |     
|ITEM 22.TABULAR DISCLOSURE
      OF CONTRACTUAL OBLIGATIONS                   | 37                                                           

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|Northern Dynasty
      Minerals Ltd. |  3
       | Annual Information Form
|------------------------------------ | ----------- | -----------------------

ITEM 2.     
  PRELIMINARY NOTES

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

Incorporation of Continuous Disclosure Documents by
Reference

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

Incorporated by reference into this AIF are the audited
consolidated financial statements and Managements Discussion and Analysis for
Northern Dynasty for the fiscal year ended December 31, 2005 together with the
auditors report thereon. These documents are available for review on the SEDAR
website located at www.sedar.com. All financial information in this AIF is
prepared in accordance with Canadian generally accepted accounting principles
(Canadian GAAP).

Documents incorporated by reference in this AIF include all
audited and interim financial statements, proxy circulars, news releases and
other continuous disclosure documents filed by Northern Dynasty, copies of which
are available on request from the offices of Northern Dynasty or on the SEDAR
web site (www.sedar.com).

Cautionary Note to Investors Concerning Estimates of Measured,
  Indicated and Inferred Resources

This AIF uses the terms measured resources, indicated
resources and inferred resources. Northern Dynasty advises the United States
investors that while these terms are recognized and required by Canadian
regulations (under National Instrument 43-101 Standards of Disclosure for
Mineral Projects), the United States Securities and Exchange Commission does not
recognize them. United States investors are cautioned not to assume that any
part or all of the mineral deposits in these categories will ever be converted
to reserves.In addition, inferred resources have a great amount of
uncertainty as to their existence and economic and legal feasibility. It cannot
be assumed that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category. Under Canadian regulations, estimates of Inferred
Mineral Resources may not form the basis of Feasibility or Pre-Feasibility
Studies, or economic studies except for a Preliminary Assessment as defined
under 43-101. United States investors are cautioned not to assume that part
or all of an inferred resource exists, or is economically or legally mineable.

Currency and Metric Equivalents

All dollar amounts are expressed in Canadian dollars unless
otherwise indicated. The Companys accounts are maintained in Canadian dollars.
The business activities of the Company, carried out through its subsidiary in
Alaska, U.S.A. are conducted primarily with United States dollars. The rate of
exchange

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|Northern Dynasty Minerals
      Ltd. | 
      4 | Annual Information Form
|------------------------------------ | ---------- | -----------------------

on December 31, 2005 as reported by the Bank of Canada, for the
conversion of one United States dollar into one Canadian dollar was 1.1630.

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

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


Glossary

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

|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 50-700 degrees C temperature and of 1-3 kilobars pressure.
|
|
|
|
|
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Induced Polarization
      (IP) Survey | A geophysical survey used to identify a feature that
      appears to be different from the typical or background survey results when
      tested for levels of electro- conductivity; IP detects both chargeable,
      pyrite-bearing rock and non- conductive rock that has a high content of
      quartz. It is commonly used to explore for mineralization associated with
      porphyry copper deposits.                                                  
|
|
|
|
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mineral Symbols                          | Au - Gold; Ag - Silver; Al - Aluminum; Cu - Copper; Fe -
      Iron; Mo - Molybdenum; Na - Sodium; O - Oxygen; Pb - Lead; S - Sulphur; Zn
      - Zinc.                                                                                                                                                                                                                                                                                                            
|
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Porphyry deposit                         | A type of mineral deposit in which ore minerals are
      widely disseminated, generally of low grade but large tonnage.                                                                                                                                                                                                                                                                                                                                           
|

Resource Category (Classification) Definitions

The discussion of mineral deposit classifications in this AIF
adheres to the resource/reserve definitions and classification criteria
developed in 2000 by the Canadian Institute of Mining. Estimated mineral
resources fall into two broad categories dependent on whether the economic
viability of them has been established and these are namely resources
(potential for economic viability) and ore reserves (viable economic
production is feasible). Resources are sub-divided into categories depending on
the confidence level of the estimate based on level of detail of sampling and
geological understanding of the deposit.

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|Northern Dynasty Minerals
      Ltd. | 
      5 | Annual Information Form
|------------------------------------ | ---------- | -----------------------

The categories, from lowest confidence to highest confidence,
are inferred resource, indicated resource and measured resource. Reserves are
similarly sub-divided by order of confidence into probable (lowest) and proven
(highest). These classifications can be more particularly described as follows:

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 Reserve is that part of a resource which can
be mined legally and at a profit under economic conditions that are specified
and which are generally accepted as reasonable. Economic viability must be
demonstrated by at least a preliminary feasibility study based on Indicated and
Measured Resources. Probable Reserve means the estimated quantity and
grade of that part of an Indicated Resource for which the economic viability has
been demonstrated by adequate information and engineering, operating, economic
and legal factors, at a confidence level that will allow positive decisions on
major expenditures. Proven reserve is the estimated quantity and grade
of that part of a Measured Resource for which the size, grade and distribution
of values, together with technical and economic factors, are so well-established
that there is the highest degree of confidence in the estimate. The term should
be restricted to that part of a deposit being mined, or being developed and for
which there is a mining plan.

ITEM 3.     
CORPORATE STRUCTURE

Northern Dynasty Minerals Ltd. is a mineral exploration company
incorporated on May 11, 1983 pursuant to the Company Actof the Province
of British Columbia (predecessor to the British Columbia Corporations Actcurrently in force), under the name Dynasty Resources Inc.. On November
30, 1983 the Company changed its name to Northern Dynasty Explorations Ltd.
and subsequently, on October 11, 1997, changed its name to Northern Dynasty
Minerals Ltd. Northern Dynasty became a reporting company in the Province of
British Columbia on April 10, 1984 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, interlisted 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
on TSX Venture from 1994 to present. In November 2004, the common shares of
Northern Dynasty were also listed on the American Stock Exchange (AMEX).

The head office of Northern Dynasty is located at Suite 1020,
800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone
(604) 684-6365, facsimile (604) 684-8092. The Companys legal registered office
is in care of its Canadian attorneys Lang Michener, Barristers & Solicitors,
at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E
4N7, telephone (604) 689-9111, facsimile (604) 685-7084. Its wholly owned
subsidiary, Northern Dynasty Mines Inc., is located 3201 C Street, Suite 604,
Anchorage, Alaska, USA 99503.

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

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|Northern Dynasty Minerals
      Ltd. | 
      6 | Annual Information Form
|------------------------------------ | ---------- | -----------------------

ITEM 4.     
GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Northern Dynasty is in the business of acquiring and exploring
base and precious metal natural resource properties. For the past three years,
Northern Dynasty has been focused on exploring the Pebble Project located in
Alaska USA, which comprises of 1,331 mineral claims totaling approximately
39,600 hectares. The area comprising the Pebble Project hosts several copper,
gold and molybdenum deposits, including the Pebble West and Pebble East deposits
for which mineral resources have been outlined.

To December 31, 2005, Northern Dynasty’s aggregate exploration
  expenditures on the Pebble Project total approximately $87 million with acquisition
  costs of approximately $17 million, bringing the total invested in the property
  to approximately $104 million. Northern Dynasty does not have any operating
  revenue, although historically it has had annual interest revenue as a consequence
  of investing surplus funds pending the completion of exploration programs. During
  fiscal 2006, Northern Dynasty plans to continue its exploration and development
  of the Pebble Project.

Significant Acquisitions and Significant Dispositions

During the year ended December 31, 2005, the Company negotiated
  the acquisition of HDGI’s carried 20% interest in the Pebble Project for
  14 million shares.

ITEM 5.     
DESCRIPTION OF BUSINESS

The Pebble Project

The following is a description of the Pebble Project at
December 31, 2005.

Summary

Pursuant to an Assignment Agreement dated October 29, 2001 between
  Northern Dynasty and Hunter Dickinson Group Inc., (“HDGI”), a related
  party to the Company, the Company was assigned an 80% interest in two options,
  which had been granted by Teck Cominco American Incorporated (“Teck Cominco”)
  under a single agreement to HDGI in respect of Teck Cominco’s Pebble Property,
  which hosts a large copper-gold-molybdenum porphyry deposit and is located on
  state land in the State of Alaska.

The first of the two options permitted Northern Dynasty to
purchase the previously drilled (by Teck Cominco) portions of the Pebble
Property on which the majority of the known copper and gold mineralization was
known to exist (the Resource Lands). The Resource Lands option required the
payment of cash or shares during the three year term of the option (as extended
by one year) and a balloon option payment at the end of the third year of
approximately US$10 million (prior to November 30, 2004) at which time Northern
Dynasty would own 80% of the Resource Lands (and HDGI, 20%).

The second part of the Teck Cominco option permitted Northern
Dynasty to earn a 80% (and up to 100%, subject to HDGIs carried interest of
20%) interest in the remainder of the Pebble Property which was the

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|Northern Dynasty Minerals
      Ltd. | 
      7 | Annual Information Form
|------------------------------------ | ---------- | -----------------------

area outside of the known mineralization (the Exploration
Lands) by doing 60,000 feet of exploration drilling by November 30, 2004.

As of November 30, 2004 Northern Dynasty had completed its option
  requirements and had exercised the option to acquire 80% of the Resource Lands
  and by February 2005, 80% of the Exploration Lands was acquired by exercise
  of the second option. Northern Dynasty thus currently controls 80% of the Pebble
  Property and is finalizing the acquisition of 100% of HDGI, which controls the
  remaining 20% of the Pebble Property. Northern Dynasty and HDGI will shortly
  be acquiring beneficial ownership of the Pebble Property from Teck Cominco American
  Inc. with registered title to the mining claims comprising the Pebble Property
  to be held and administered through their Alaska incorporated affiliate. Upon
  completion of the acquisition of the final 20% working interest, Northern Dynasty
  will own a 100% working interest in the Pebble project subject only to a nets
  profits royalty (4-5% of net profits after project debt payback) held by Teck
  Cominco on the Exploration Lands.

Northern Dynastys program in fiscal 2005 involved exploration
drilling of the Pebble East Deposit on the eastern flank of the Pebble West
(formerly Pebble) Deposit, and the continued collection of environmental and
socioeconomic data and ongoing engineering studies towards a feasibility study
and initiation of the permitting process.

The 2006 program is focused on thoroughly assessing the Pebble
East Deposit through drilling and engineering studies to integrate it into the
overall mine plan for the project. The drilling component of the program
consists of 100,000 ft (30,500 m). Comprehensive engineering, environmental, and
socioeconomic programs, designed to collect input for a feasibility study for a
long life mining operation, will continue in parallel with the drilling program.
Work on the Integrated Development Plan for the overall project would commence
in 2006 and extend through 2007.

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. Metals
prices have traditionally seen multi-year cycles of higher and lower prices,
which often impact the availability of exploration and development funds in
years with depressed prices.

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

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

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

The Company completed a private placement financing for gross
  proceeds of C$30.5 million in March 2005 and at December 31, 2005, had working
  capital of $11.0 million and approximately 6.9 million in-the-money warrants
  (exercisable at $5.00) and 2.9 million in-the-money share purchase options (exercisable
  at an average weighted price of $5.05). However, it will likely have to raise
  additional funds to carry on the planned 2006 exploration program. If the equity
  markets for resource issuers are not receptive to additional financings, Northern
  Dynasty would likely have to reduce the planned expenditures.

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|Northern Dynasty Minerals
      Ltd. | 
      8 | Annual Information Form
|------------------------------------ | ---------- | -----------------------

Property Agreements

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

The Company was assigned the 80% interest together with the
  right to acquire the remaining 20% contractual interests in these option agreements
  from HDGI in consideration of the Company reimbursing HDGI’s costs of
  $584,655 in connection with the options, which included the staking of 134 claims
  to expand the property and 30 kilometers of induced polarization surveying over
  the new claims, and agreeing to “carry”( i.e. pay for) HDGI’s
  20% share of costs in connection with the exercise requirements under the Options.

The Resource Lands Option was extended by one year in an agreement
  dated December 19, 2002 under which the Company issued to Teck Cominco 200,000
  shares for the extension. Pursuant to the Resource Lands Option the Company
  had the right to purchase the 36 claims of the Resource Lands, subject to HDGI’s
  20% carried interests, by paying Teck Cominco US$10 million in cash or shares
  prior to November 30, 2004, which it did on November 23, 2004 by the issuance
  of 1,772,775 shares to Teck Cominco (total value of $11,788,621). Teck Cominco
  had the right for 180 days to elect whether to require the Company to manage
  the resale of these shares in a manner where Teck Cominco would be guaranteed
  the US$10 million in resale proceeds net of any excess or deficiency adjustments
  from resales of other blocks of shares which the Company managed. The actual
  adjusted amount was US$9,938,600 based on previous excess proceeds of resale.
  On May 9, 2005, Teck Cominco elected for the Company to guarantee the adjusted
  amount of US$9,938,600 in resale proceeds of the 1,772,775 shares. Teck Cominco’s
  resale proceeds are to be credited against the guaranteed amount; any share
  resale surplus shares are to be returned to the Company’s treasury, and
  any share resale proceeds shortfall below the US$9,938,600 are to be made up
  by the Company in cash or through the issuance of additional shares. Under the
  agreement, the Company is to ensure proceeds totalling US$9,938,600 by May 22,
  2006. Additionally, the Company is required to manage the sale of at least US$1
  million in each 3 month period commencing May 22, 2005. In the event that the
  proceeds are less than US$9,938,600, the Company is required to pay 110% of
  the shortfall, prior to May 22, 2007.

At December 31, 2005, 473,700 of the 1,772,775 shares had been
  sold for proceeds of US$2,039,902. Subsequent to the year end and to February
  28, 2006, the Company managed the sale of an additional 1,276,414 shares for
  proceeds paid to Teck Cominco of US$7,893,984. At February 28, 2006, the Company
  is required to manage the resale of the remaining shares where Teck Cominco
  would be guaranteed resale proceeds of US$4,715.

At the time of the Company exercising the Resource Lands Option,
  it exercised the Exploration Lands Option to earn a 50% interest in the adjacent
  Exploration Lands, subject to HDGI’s carried interest, by having completed
  60,000 feet of drilling on the Exploration Lands prior to November 30, 2004.

As a consequence of the Company exercising the Exploration
  Lands Option, and subject to the Company acquiring HDGI’s interest, Teck
  Cominco could elect to either form a 50/50 joint venture with the Company with
  respect to the Exploration Lands, or to sell its 50% interest in the Exploration
  Lands to the Company for US$4 million and retain a net profits interest. On
  February 21, 2005, Teck Cominco elected to sell its remaining 50% interest in
  the Exploration Lands to the Company for the stipulated US$4 million payment,
  a 4% pre-payback net profits interest (after debt service), and a 5% after-payback
  net profits interest in any mine production from the Exploration Lands. The
  Company issued 977,795 shares of the Company at the then-prevailing market price
  as consideration for the required US$4 million payment but subject to Teck Cominco’s
  right to elect to have the proceeds guaranteed.

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|Northern Dynasty Minerals
      Ltd. | 
      9  | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Teck Cominco had the right, until August 24, 2005, to elect whether
  to require the Company to manage the resale of these shares in a manner where
  Teck Cominco would be guaranteed US$4 million in resale proceeds by August 24,
  2006. On July 18, 2005, Teck Cominco elected for the Company to guarantee the
  US$4 million in resale proceeds. Teck Cominco’s resale proceeds will be
  credited with any share resale surplus returned to the Company’s treasury,
  and should the share resale shortfall below the US$4 million required amount,
  the shortfall must be made up by the Company in cash or through the issuance
  of additional shares. At December 31, 2005, none of the original 977,795 shares
  had been sold and the surplus on the price protection guarantee for the Resource
  and Exploration Lands Options was $252,047.

Subsequent to the year end and to February 28, 2006, the Company
  managed the sale of 653,686 shares for proceeds paid to Teck Cominco of approximately
  US$3,994,028. The Company is required to manage the resale of the remaining
  shares where Teck Cominco would be guaranteed resale proceeds of US$5,972.

Upon payment in full by the Company of the guaranteed amount
  of the combined US$14 million of resale proceeds to Teck Cominco, the exercise
  of the Exploration Lands Option and the Resource Lands Option will be completed
  and the Company will vest its interest and take registered title to the claims
  comprising them, subject to acquisition of HDGI’s interest.

As a consequence of electing to exercise the Options, the Company
  was entitled under the Assignment Agreement with HDGI to elect to acquire HDGI’s
  20% carried contractual interests in the Options for cash or share consideration
  equal to the independently appraised value of the carried interests. The valuation
  was required to be acceptable to the TSX Venture Exchange. No commissions or
  finders’ fees were payable in respect of the acquisition of the carried
  interests in the Options. On March 15, 2005, the Company announced it had reached
  an agreement with HDGI to acquire the 20% carried contractual interests for
  a purchase price of 14,002,268 common shares. The agreed number of shares was
  based on negotiations between the Company and HDGI with reference to an independent
  valuation of the carried interests performed by Ross Glanville & Associates
  Ltd; the valuation was publicly filed at www.sedar.com. The TSX Venture Exchange
  and the American Stock Exchange accepted the acquisition transaction in May
  and June 2005, respectively. The transaction to acquire HDGI’s carried
  interests will be completed by way of an acquisition of the corporation, HDGI.

HDGI and NDM are finalizing the acquisition of the 20% carried
  interest. On completion of the acquisition of HDGI and the discharge of Teck
  Cominco’s share resale guarantees, Northern Dynasty, together with one
  or more 100% subsidiaries, will own a 100% right title and interest in the entire
  Pebble property (subject only to the Teck Cominco net profits interest in the
  Exploration Lands portion of the property).

Other interim option payments to Teck Cominco were made during
2001 to 2004, including US$250,000 in cash plus 500,000 two-year share purchase
warrants (exercisable at $0.75) prior to December 31, 2001 and 500,000 shares
and 500,000 two-year share purchase warrants (exercisable at $1.15) prior to
March 31, 2002 and a further 500,000 shares and 250,000 warrants before December
31, 2002. Pursuant to an agreement to extend the deadline to purchase the
Resource Lands from November 30, 2003 to November 30, 2004 an additional 200,000
shares were issued to Teck Cominco on December 19, 2002.

Location, Access and Property Description

The Pebble Property is located in the Iliamna region of
southwestern Alaska. It is approximately 236 mi (380 km) southwest of Anchorage
and 17 mi (27 km) northwest of the village of Iliamna (Figure 1).

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

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|Northern Dynasty Minerals
      Ltd. | 
      10 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

The Pebble Property is located 60 mi (95 km) from tidewater.
Access to the coast from Lake Iliamna is provided by a 19 mi (30 km),
state-maintained road, which extends from Pile Bay at the eastern end of Lake
Iliamna to Williamsport near Iniskin Bay on Cook Inlet. Bulk fuel and heavy
freight can also be barged in during the summer months to Lake Iliamna via the
Kvichak River. There is currently no road from Iliamna northwest to the Pebble
Property.

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



Figure 1 Location

Topography and Climate

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

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

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|Northern Dynasty Minerals
      Ltd. | 
      11 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Exploration History

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

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

During 2002, Northern Dynasty drilled 68 holes totaling 37,090
ft (11,306 m) exploring for additional porphyry deposits within which to define
higher-grade resources. Four new mineral zones were discovered. One of these,
the Thirty-Eight Zone, is a till-covered copper-gold porphyry deposit located 12
km south-southwest of the Pebble West deposit. Some 86% of Teck Comincos drill
core from the Pebble West deposit was relogged and a sectional geological model
was completed. Based on this model, the Pebble West Deposit resource was
estimated. Surface work included an 18.5 -line-km ground magnetometer survey; a
328-sample soil geochemical survey and a few man-days of geological
traverses.

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

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

In November, 2004, a preliminary economic assessment of the
Pebble project was done based on the early 2004 resource estimate for the Pebble
Deposit, now know as the Pebble West Deposit. The technical report, entitled
Preliminary Assessment of the Pebble Gold-Copper-Molybdenum Project, Iliamna
Area, Alaska, USA was completed in November 2004 by qualified persons Derek J.
Barratt, P.Eng., and Peter G. Beaudoin, P.Eng., and is filed on www.sedar.com. The Preliminary Assessment was

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

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|Northern Dynasty Minerals
      Ltd. | 
      12 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

prepared in order to provide guidance for the ongoing
engineering work that will ultimately define the optimal scale of
production.

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

Drilling identified a significant, new porphyry centre on the
  eastern side of the Pebble West Deposit beneath a cover of Tertiary rocks that
  apparently thickens to the east. Additional drilling in this area in 2005 expanded
  the Pebble East Deposit laterally and to the west (see Property Geology and
  Estimates of Mineralization below for further details).

Property Geology

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

The Pebble West 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).

The Pebble East Deposit, discovered in 2005, occurs in a large
mineralized intrusion under a cover of younger and unmineralized rocks. The
dimensions of Pebble East Deposit are not yet fully defined, but results from 16
holes drilled so far indicate the new porphyry system hosts a substantial volume
of mineralized material with excellent copper, gold and molybdenum grades. The
area influenced by the widely spaced drill holes measures about 4,000 ft by
4,000 ft (1,200 m by 1,200 m). The work indicates that the mineralized intrusive
rock is up to 4,000 ft (1,200 m) from north to south, 4,000 ft (1,200 m) from
east to west and extends up to 2,400 ft (730 m) vertically, with grades higher
than the adjoining Pebble West Deposit.

Mineralization

Mineralization, consisting principally of pyrite, chalcopyrite
and molybdenite, occurs in zones of strong potassium-silicate alteration in and
disseminated adjacent to quartz-vein stockworks in all rock types. It is
strongest in and near the upper parts of the granodiorite stocks, especially in
diorite sills, and in a major granodiorite sill. In the Pebble West Deposit, the
copper/gold ratio is about 1% copper to 1.2 g/t gold. The copper/molybdenum
ratio is about 20/1. In the Pebble East Deposit, the gold/copper ratio is more
variable, generally being between 0.5 and 1.0 with some zones much lower than
this and a few 33-ft (10-m) intervals with gold values from 30-65 g/t and copper
values less than 1%. The copper/molybdenum ratio ranges widely and decreases
strongly below 3000 ft (915 m) beneath the surface.

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|Northern Dynasty Minerals
      Ltd. | 
      13 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

In the Pebble West and East Deposits, copper-gold-molybdenum
mineralization extends over a known area of 9,800 ft (3 km) by 7,220 ft (2.2 km)
and to a depth of 1,970 ft (600 m) in the Pebble West deposit, and to a depth of
3,940 ft (1,200 m) in the Pebble East deposit.

Estimates of Mineralization

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



Detailed drilling on the Pebble West Deposit in 2004 led to an
updated resource estimate that was announced in March 2005. In January 2006, the
Company announced the results of an initial resource estimate for the new Pebble
East Deposit. The resource estimate is based upon drill core assay results from
68,500 ft (20,890 m) of drilling in 22 holes completed by Northern Dynasty.

Pebble West Deposit  Measured
        Plus Indicated Mineral Resources2,3Cut-Off
      Size
      Grade
      Contained MetalCuEQ6%
      MillionTonnes
      Copper%
      Goldg/t
      Molybdenum%
      CuEQ7%
      CopperB lb
      GoldM oz
      MolybdenumM lb0.30
      3,026
      0.28
      0.32
      0.015
      0.56
      18.8
      31.3
      9930.50
      1,628
      0.35
      0.39
      0.018
      0.69
      12.7
      20.5
      6290.70
      569
      0.46
      0.50
      0.021
      0.88
      5.8
      9.1
      265  Cautionary Note
          to U.S. Investors Concerning Estimates of Inferred Resources
        The following section uses the term inferred resources.
          The Company advises investors that while this term is recognized and
          required by Canadian regulations, the U.S. Securities and Exchange Commission
          does not recognize them. Inferred resources have a great
          amount of uncertainty as to their existence, and great uncertainty as
          to their economic and legal feasibility. It cannot be assumed that all
          or any part of a mineral resource will ever be upgraded to a higher
          category. Under Canadian rules, estimates of Inferred Mineral Resources
          may not form the basis of economic studies, except in rare cases. Investors
          are cautioned not to assume that any part or all of an inferred resource
          exists, or is economically or legally mineable.




Pebble West Deposit  Inferred
        Mineral Resources4.5Cut-Off
      Size
      Grade
      Contained MetalCuEQ6%
      MillionTonnes
      Copper%
      Goldg/t
      Molybdenum%
      CuEQ7%
      CopperB lb
      GoldM oz
      MolybdenumM lb0.30
      1,130
      0.24
      0.30
      0.014
      0.50
      5.9
      10.8
      3610.50
      417
      0.31
      0.42
      0.018
      0.67
      2.9
      5.6
      1680.70
      143
      0.40
      0.56
      0.020
      0.85
      1.3
      2.6
      62


________________________________________2The
resource estimate was completed under the direction of David W. Rennie, P. Eng.
of Roscoe Postle Associates Inc., and R. Mohan Srivastava, M.Sc., P.Geo., of FSS
Canada Consultants Inc., independent Qualified Persons as defined by Canadian
regulatory policy NI 43-101.

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|Northern Dynasty Minerals
      Ltd. | 
      14 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Pebble East Deposit  Inferred
        Mineral Resources3,4,5Cut-Off
      Size
      Grade
      Contained MetalCuEQ6 %
      Million Tonnes
      Copper %
      Gold g/t
      Molybdenum %
      CuEQ7 %
      Copper B lb
      Gold M oz
      Molybdenum M lb0.30
      2,126
      0.55
      0.34
      0.037
      0.97
      25.9
      23.5
      1,7170.60
      1,832
      0.60
      0.37
      0.038
      1.05
      24.3
      22.1
      1,5470.70
      1,611
      0.64
      0.40
      0.039
      1.10
      22.6
      20.5
      1,3981.00
      947
      0.77
      0.48
      0.040
      1.28
      16.0
      14.5
      830


|Note 4 | By prescribed definition, Mineral Resources do not have
      demonstrated economic viability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 5 | An Inferred Mineral Resource is that part of a mineral
      resource for which quantity and grade can be estimated on the basis of
      geological evidence and limited sampling and reasonably assumed, but not
      verified, geological and grade continuity.                                                                                                                                                                                                                                                                                                
|
|Note 6 | A 0.30% CuEQ cut-off is considered to be comparable to
      that used for porphyry deposit operations in the Americas, but is subject
      to completion of a feasibility study. For bulk underground mining, higher
      cut-offs such as 0.60% CuEQ are typically used. For the above resource
      estimates, cut-off grades were established by the following method:                                                                                                                                                                                      
|
|
|Note 7 | Copper equivalent calculations use metal prices of
      US$0.80/lb for copper, US$350/oz for gold, and US$4.50/lb for molybdenum.
      The contained gold and copper represent estimated contained metal in the
      ground and have not been adjusted for metallurgical recoveries. Adjustment
      factors to account for differences in relative metallurgical recoveries
      for copper, gold and molybdenum will depend upon the completion of
      definitive metallurgical testing. CuEQ = Cu % + (Au g/t x 11.25/17.64) +
      (Mo % x 99.23/17.64)
|
|
|
|

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

Breakeven operating costs:

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


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

CuEQ%
    = Cu% + (Au
      g/t * Au$/g / Cu$/%) + (Mo% * Mo$/% / Cu$/%)where:
    Cu$/% = $1.00*22.046 = $22.06Au$/g = $400/31.1035 = $12.86Mo$/% = $6.00*22.046 = $132.28


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

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

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

Pebble East (Underground Bulk Mining Scenario)

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

________________________________________3
Prepared by the technical staff of Northern Dynasty and audited by consultants
at Roscoe Postle Associates Inc., under the direction of David W. Rennie, P.
Eng., an independent Qualified Person as defined by National Instrument 43-101.
A technical report detailing the resource estimate has been filed on www.sedar.com.

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|Northern Dynasty Minerals
      Ltd. | 
      15 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

For details on the sampling and analytical procedures at
Pebble, see Northern Dynastys Annual Information Form or Form on 20F for the
2004 fiscal year.

Recent work  2005 Program

Drilling

The 2005 drilling program began on April 1, and to December 31
comprised 75,880 ft (23,128 m) in 43 holes focused on metallurgical drilling to
obtain samples for testing, exploration drilling focused on determining the
extent and potential of higher grade mineralization located in what is now known
as the Pebble East Deposit, and soils engineering drilling for testing sites for
mill buildings and tailing storage areas.

Feasibility Study

The feasibility study continued to advance in 2005, but at the
end of the year plans for its completion were under review to assess the effect
of the inclusion of the Pebble East Deposit. The current concept is to continue
the analysis of the open pit case for the Pebble West Deposit, which will then
serve as a basis for a final study of the overall project. The study,
incorporating Pebble East into the overall project plan, would be completed as
an Integrated Development Plan (IDP). Work on the IDP would commence in 2006 and
extend through 2007.

Optimization opportunities are also being considered. Two of
these  in-pit crushing and revisions to the crushed ore stockpile  have been
incorporated into the Pebble West study plans. The optimization work will
continue in parallel with the completion of the current phase of the study. In
addition, data collection will commence to support the study of Pebble East.

Metallurgy and Process Plant Design

Late in the year, the study team completed their analysis of
the grinding characteristics of the Pebble West mineralization. This work
included completion of the testwork, collection of corroborative grinding data,
and reconciliation of the two data sets. As a result, a rigorous model has been
developed to support the Pebble West study plans. The data were then
incorporated into a grindability model for use by the mine planners. Additional
grinding data will be collected during 2006 to support the Pebble East study.

Flotation testwork for Pebble West included a large scale
program to produce sufficient samples for additional specific tests (e.g.
tailings analysis, concentrate quality, filtration, etc.). The locked cycle
program, designed to formulate the process flowsheet, was completed and
variability testwork commenced.

In the fourth quarter, the study team completed further
analysis of the testwork results, then initiated work to assess alternate
flowsheets focused on enhancing gold recovery. The initial tranche of tests was
completed during the fourth quarter with promising results. Accordingly, the
remaining portion of the variability program (approximately 25% of the total
program) was deferred while a new series of batch and locked cycle tests were
completed to test the alternate flowsheets. This work is expected to be complete
during the first quarter of 2006. An economic analysis will be completed to test
the results and select the preferred alternative. Following that selection, the
variability work will be completed to form the basis of the Pebble West process
design for the IDP.

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|Northern Dynasty Minerals
      Ltd. | 
      16 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Mining

The Pebble West mine plan has been updated to incorporate the new grinding data, the in-pit crushing alternative, and revisions to the tailings structure design.  The study base case is incorporating only measured and indicated resources.

As part of the preparatory work for the IDP, a series of analyses will be completed on the mine plan to evaluate the impact of varying the cutoff grade and plant throughput. These results will be tested in the projects financial model to
determine the starting point for the IDP.

Tailings and Water Management

The tailings facility feasibility design was developed and reviewed.  General concepts in the current design (Mine Development Concept 25) were endorsed. Some minor revisions were made, particularly to sequencing of certain components. This latter
work will be included in the current phase of the study and this work will continue through 2006 as part of the IDP.

Infrastructure

Homer Electric Association (HEA) continued the joint study of power supply alternatives late in 2005. HEA currently assessing alternative fuel sources for the proposed power plant. HEA anticipates that the results of this review will be
available to the Company during the first quarter of 2006.

Northern Dynasty continued to liaise with representatives of the State of Alaska regarding the latters continuing design of the road and port system that would service southwestern Alaska. The Company also completed its independent designs for
both the road and the port.

A concentrate pipeline design has been developed.  With this design, the alternative of utilizing the pipeline to pump, rather than truck, lime from the port to the mine site will form the base case.

A trade-off study of other transportation opportunities was also completed near year end.  Several alternatives were identified that merit further analysis during 2006.

Environmental, Cultural and Socio-Economic

The 2005 environmental, cultural and socio-economic programs were completed as planned with all targets for data collection and stakeholder communications being met.

The environmental program included surface, ground and water quality monitoring and testing; collection of samples and testing for min rock characterization studies; wildlife and fish aquatics studies (both freshwater and marine studies [at port
site]); wetland plant studies to assess any project affects as they might relate to the mitigation requirements under the US Clean Waters Act; and studies of Lake Iliamna to assess any potential impacts from infrastructure development.

In addition, extensive research was carried out in partnership with the State of Alaskas Department of Fish and Game. Information was collected through a detailed interview process that involves many participants in over 20 local villages.
This data will be transferred into a GIS framework from which the potential effects of the project development activities on subsistence resources (wildlife and plants) and their use can be evaluated. All the information collected will be carefully
guarded by the consultant and will, ultimately, be the property of those interviewed. The 2005 activity will continue through the winter and early spring of 2006.

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|Northern Dynasty Minerals
      Ltd. | 
      17 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Archaeological studies have been carried out on all areas that
might be disturbed by the project with the exception of the road and port. The
latter studies, not expected until 2006, will be implemented once a decision is
made regarding the exact location of these project features.

Stakeholder Relations

Northern Dynasty continued with its communication efforts with
the stakeholders in Alaska. Meetings include the entire range of stakeholders,
from the citizens of the local villages to representatives of Alaskas
Legislature and others who seek information about the Pebble Project. In all,
the Company has conducted over 310 meetings and site tours for stakeholders and
hosted two community leaders seminars. During these sessions the Company shared
its information regarding project planning and data acquired from the
environmental studies. The leaders provided Northern Dynasty with valuable
insights regarding issues that concern them and their desire to consider the
economic opportunities and regional stability that could be provided by the
Pebble Project. This community engagement effort is consistent with Northern
Dynastys stakeholder relations commitment, and already it can be shown that
individuals now have a greater understanding of the project concept.

Plan of Operation  Fiscal 2006

The 2006 program is focused on thoroughly assessing the Pebble
East Deposit through drilling and engineering studies in order to integrate this
new discovery into the overall mine plan for the project. The drilling component
of the program consists of 100,000 ft (30,500 m), in the first of a two-stage
program. Stage 2 is contingent on the results of stage 1.

Comprehensive engineering, environmental, and socioeconomic
programs toward a feasibility study for a long life mining operation, will
continue in parallel with the drilling program. Work on the IDP would commence
in 2006 and extend through 2007.

The planned expenditures are:

|Drilling                                                                                                 | CDN$ 15.0 million
|-------------------------------------------------------------------------------------------------------- | -----------------
|                                                                                                         |                  
|Engineering (testing, feasibility studies
      and Integrated development plan work)                    | 7.1 million      
|                                                                                                         |                  
|Environmental and Socioeconomic
      (continued baselines studies and reports; stakeholder engagement ) | 17.1 million     
|
|                                                                                                         |                  
|Administration (Vancouver)                                                                               | 3.6 million      
|                                                                                                         |                  
|Administration (Anchorage)                                                                               | 0.9 million      
|                                                                                                         |                  
|TOTAL                                                                                                    | CDN$ 43.7 million

---

|Northern Dynasty Minerals
      Ltd. | 
      18 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Risk Factors

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

The risks associated with Northern Dynastys business include:

As Northern Dynastys mineral properties do not contain
  any reserves or any known body of economic mineralization, Northern Dynasty
  may not discover commercially exploitable quantities of ore on its mineral properties
  that would enable it enter into commercial production, achieve revenues and
  recover the money it spends on exploration.

Although there are known bodies of mineralization on the Pebble
Property, and Northern Dynasty has completed a core drilling programs within,
and adjacent to, the deposits to determine measured and indicated 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 work is
required before Northern Dynasty can ascertain if any mineralization may be
economic and hence constitute ore. Engineering, socioeconomic and
environmental studies are ongoing. Additional drilling is planned to further
define the Pebble East Deposit. Exploration for minerals is a speculative
venture necessarily involving substantial risk. If the expenditures Northern
Dynasty makes on the Pebble Property do not result in discovery and development
of commercial quantities of ore, the value of exploration and acquisition
expenditures will be totally lost and the value of Northern Dynasty stock
negatively impacted.

The Mineral Resources estimates presented by Northern
Dynasty for the Pebble Property are estimates only and there is no assurance
that these resources represent economically recoverable mineralization.

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

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

---

|Northern Dynasty Minerals
      Ltd. | 
      19 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Northern Dynasty will require significant additional financing in order to continue its exploration activities and its assessment of the commercial viability of the Pebble Property.

Northern Dynasty will need to raise additional financing to complete feasibility studies for the Pebble Property. If the costs of Northern Dynastys planned exploration programs are greater than anticipated, Northern Dynasty may have to seek
additional funds through public and private share offerings, arrangements with corporate partners, or debt financing. There can be no assurance that Northern Dynasty will be successful in its efforts to raise these required funds, or on terms
satisfactory to it. The continued exploration of the Pebble Property and the development of Northern Dynastys business will depend upon Northern Dynastys ability to establish the commercial viability of the Pebble Property and to
ultimately develop its cash flow from operations and reach profitable operations. Northern Dynasty is currently in the exploration stage and has no revenue from operations and is experiencing significant negative cash flow. Accordingly, the only
other sources of funds presently available to Northern Dynasty are through the sale of equity and debt capital. Alternatively, Northern Dynasty may finance its business by offering an interest in its mineral properties to be earned by another party
or parties carrying out further exploration and development thereof or to obtain project or operating financing from financial institutions. If Northern Dynasty is unable to obtain this additional financing, Northern Dynasty will not be able to
continue its exploration activities and its assessment of the commercial viability of the Pebble Property.

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

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

Northern Dynastys consolidated financial statements have been prepared assuming Northern Dynasty will continue on a going concern basis, but there can be no assurance that the Company will continue as a going concern.

Northern Dynastys consolidated financial statements have been prepared on the basis that Northern Dynasty will continue as a going concern. At December 31, 2005, Northern Dynasty had working capital of approximately $11 million, which may
not be sufficient to meet its planned business objectives. Management recognizes that Northern Dynasty will need to generate additional financial resources in order to meet its planned business objectives. There can be no assurances that Northern
Dynasty will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If Northern Dynasty is unable to obtain adequate additional financing, Northern Dynasty will be required to curtail operations and
exploration activities. Furthermore, failure to continue as a going concern would require that Northern Dynasty's assets and liabilities be restated on a liquidation basis which would differ significantly from the going concern basis.

---

|Northern Dynasty Minerals
      Ltd. | 
      20 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

The Pebble Property is Northern Dynastys principal mineral property.  Northern Dynastys principal business objective is to carry out further exploration activities to establish whether the Pebble Property possess commercially viable
deposits of ore.  If Northern Dynasty in not successful in this plan of operations, Northern Dynasty may have to seek a new mineral property to explore or acquire an interest in a new mineral property or project. Northern Dynasty anticipates that
such an outcome would result in a significant decline in the trading price of Northern Dynastys common shares. Further, Northern Dynasty anticipates that its ability to raise additional financing to fund exploration of a new property or the
acquisition of a new property or project would be impaired as a result of the failure to establish commercial viability of the Pebble Property.

If prices for copper, gold and molybdenum decline, Northern Dynasty may not be able to raise the additional financing required to fund its exploration activities for the Pebble Property.

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

The exercise of outstanding options and share purchase warrants issued by Northern Dynasty will result in the issuance by Northern Dynasty of additional common shares and the unrestricted resale of these additional common shares may have a
depressing effect on the current trading price of Northern Dynastys common shares.

At March 21, 2006, Northern Dynasty had 61,128,836 common shares
  and 2,616,134 share purchase options and 6,297,147 warrants outstanding. The
  Company has also reached an agreement to acquire through the purchase of Hunter
  Dickinson Group Inc., the 20% remaining carried contractual interests in the
  Resource Lands and Exploration Lands for a purchase price consisting of 14,002,268
  Northern Dynasty common shares, which have yet to be issued as at the date of
  this AIF. The resale of outstanding shares from the exercise of dilutive securities
  and issuance of common shares for the Resource and Exploration Lands property
  acquisitions could have a depressing effect on the market for Northern Dynasty’s
  common shares.

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

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete
in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a projects potential and the capital required to develop a mine, larger companies with significant resources may have a
competitive advantage over Northern Dynasty. Northern Dynasty faces strong competition from other mining companies, some with greater

---

|Northern Dynasty Minerals
      Ltd. | 
      21 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

financial resources, operational experience and technical capabilities than Northern Dynasty does. As a result of this competition, Northern Dynasty may be unable to maintain or acquire financing, personnel, technical resources or attractive mining
properties on terms Northern Dynasty considers acceptable or at all.

The adoption of new or additional environmental legislation governing the Pebble Property could increase the costs to Northern Dynasty of exploring and, if warranted, developing the Pebble Property and could delay these activities.

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

Changes in government regulations and the presence of unknown environmental hazards on Northern Dynastys mineral properties may result in significant unanticipated compliance and reclamation costs that may increase the costs to Northern
Dynasty of exploring and developing the Pebble Property.

Government regulations relating to mineral rights tenure, permission to disturb 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 hazards may exist on the properties in which Northern Dynasty holds interests which are unknown to Northern Dynasty at present and which have been caused by previous or
existing owners or operators of the properties. The presence of such environmental hazards may result in Northern Dynasty being required to comply with environmental reclamation, closure and other requirements that may involve significant costs and
other liabilities. Any changes in regulations or shift in political attitude are beyond the control of Northern Dynasty and may adversely affect its business.

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

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

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

The market price of a publicly traded stock, especially a resource issuer like Northern Dynasty, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of
market for resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the
Companys common shares

---

|Northern Dynasty Minerals
      Ltd. | 
      22 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

suggests Northern Dynastys shares will continue to be
volatile. Therefore, investors could suffer significant losses if Northern
Dynastys shares are depressed or illiquid when an investor seeks liquidity and
needs to sell Northern Dynasty shares.

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

Northern Dynastys success depends to a significant extent on
the performance and continued service of certain independent contractors,
including Hunter Dickinson Inc (HDI). The Company has access to the full
resources of HDI, an experienced exploration and development firm with in-house
geologists, engineers and environmental specialists, to assist in its technical
review of the various opportunities; however the Company does not have the right
to require HDI to bring to the Company all corporate opportunities that come to
HDI's attention. Northern Dynasty has contracted the services of professional
drillers and other contractors for exploration, environmental, construction and
engineering services. Poor performance by such contractors or the loss of such
services could result in the exploration activities planned to be undertaken by
Northern Dynasty being delayed or being more expensive to undertake than
anticipated.

Potential Conflicts of Interest.

Directors of Northern Dynasty also serve as directors of other
  similar companies involved in natural resource development. Accordingly, it
  may occur that new exploration properties will be offered to such other companies.
  Furthermore, those other companies may participate in the same properties as
  those in which Northern Dynasty has an interest. As a result, there may be situations
  which involve a conflict of interest. In that event, the conflicted directors
  would not be entitled to vote at meetings of directors which evoke any such
  conflict. The directors will attempt to avoid dealing with such other companies
  in situations where conflicts might arise and will at all times use their best
  efforts to act in the best interests of Northern Dynasty.

ITEM 6.     
DIVIDENDS

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

ITEM 7.     
DESCRIPTION OF CAPITAL STRUCTURE

Northern Dynastys share capital consists of one class only,
namely common shares without par value, of which an unlimited number of shares
are authorized and 60,092,607 common shares without par value were issued and
outstanding as fully paid and non-assessable as of December 31, 2005. As of
March 21, 2006, there were 61,128,836 common shares issued and outstanding as
fully paid and non-assessable. The accompanying audited consolidated financial
statements provide details of all share issuances effected by Northern Dynasty
in the issue price per share since January 1, 2003.

There are approximately 3.6 million shares of Northern Dynasty
which are held by or on behalf of Northern Dynasty by non-Canadians.

---

|Northern Dynasty Minerals
      Ltd. | 
      23 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

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

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

ITEM 8.     
MARKET FOR SECURITIES

The following table shows the progression in high and low
trading prices of the common shares of Northern Dynasty on the TSX Venture
Exchange and AMEX for the periods listed.

TSX Venture
    AMEXAverage
    
    
    AverageDaily
    
    
    DailyHigh
    Low
    Trading
    High
    Low
    Trading(Cdn$)
    (Cdn$)
    Volume
    (US$)
    (US$)
    VolumeMonthlyDecember 2005
    6.15
    5.00
    95,365
    5.32
    4.31
    136,586November 2005
    5.59
    5.00
    93,809
    4.70
    4.31
    66,567October 2005
    5.72
    4.85
    94,910
    4.90
    4.14
    101,591September 2005
    5.75
    4.25
    88,567
    4.97
    3.56
    117,929August 2005
    4.50
    4.05
    52,595
    3.73
    3.40
    54,304July 2005
    4.66
    4.30
    65,805
    3.87
    3.49
    48,865June 2005
    5.10
    4.62
    18,504
    4.09
    3.71
    64,932May 2005
    5.20
    4.60
    28,033
    4.17
    3.64
    66,192April 2005
    5.65
    4.80
    38,171
    4.44
    4.22
    57,976March 2005
    6.75
    4.95
    176,895
    5.47
    4.03
    200,291February 2005
    5.25
    4.62
    56,950
    4.26
    3.68
    74,721January 2005
    5.51
    4.27
    49,515
    4.60
    3.43
    70,075


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

ITEM 9.     
ESCROWED SECURITIES

There are no shares of Northern Dynasty held in escrow.

ITEM 10.    
DIRECTORS AND OFFICERS

The names and municipalities of residence of the directors and
officers of the Company, their principal occupations during the past five years,
and the period of time they have served as directors or officers of Northern
Dynasty are as follows. Except where indicated, each director and senior officer
of Northern Dynasty has held the same or similar principal occupation with the
organization indicated or a predecessor thereof for the last five years, and the
number of common shares of the Company beneficially owned by each, directly or
indirectly, or over which each exercised control or direction, as at March 21,
2006

---

|Northern Dynasty Minerals
      Ltd. | 
      24 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Name, Position and Country of Residence
      Period a Director of Northern Dynasty
      Securities Beneficially Owned or ControlledMorris Beattie 
        Director 
        Vancouver, British Columbia
      Since August 2005
      10,000 Common Shares 
        40,000 Options (1)David J. Copeland 
        Director 
        Vancouver, British Columbia
      Since June 1996
      46,100 Common Shares 
        115,000 Options (3)Scott D. Cousens 
        Director 
        Vancouver, British Columbia
      Since June 1996
      6,000 Common Shares 
        115,000 Options (3)Robert A. Dickinson 
        Chairman of the Board and Director 
        Lions Bay, British Columbia
      Since June 1995
      1,115,000 Common Shares(6) 115,000
        Options (3)David Elliott 
        Director 
        Vancouver, British Columbia
      Since July 2004
      100,000 Options (2)Gordon J. Fretwell 
        Director 
        West Vancouver, British Columbia
      Since July 2004
      100,000 Options (2)Wayne Kirk 
        Director 
        San Rafael, California
      Since July 2004
      100,000 Options (2)Jeffrey R. Mason 
        Secretary, Chief Financial Officer and Director 
        Vancouver, British Columbia
      Since June 1996
      38,400 Options (5)Walter T. Segsworth 
        Director 
        West Vancouver, British Columbia
      Since September 2004
      100,000 Options (4)Ronald W. Thiessen 
        President, CEO and Director 
        West Vancouver, British Columbia
      Since November 1995
      1,000 Common Shares 
        115,000 Options (2)Ian Watson(7) Director 
        London, England
      Since July 2003
      115,000 Options (2)


Notes:

|1. | Mr. Beattie holds options to purchase 40,000 common
        shares at an exercise price of $5.31 per share expiring on November 30,
        2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Mr. Elliott, Mr. Fretwell, and Mr. Kirk each hold options
        to purchase 100,000 common shares at $5.00 per share expiring on November
        30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | Mr. Copeland, Mr. Cousens, Mr. Dickinson, Mr. Thiessen
        and Mr. Watson each hold options to purchase 115,000 Common Shares at
        an exercise price of $5.00 per share expiring on November 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | Mr. Segsworth holds options to purchase 100,000 common
        shares at $4.65 expiring on November 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | Mr. Mason holds options to purchase 38,400 common shares
        at $5.00 expiring on November 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | Certain of these shares are held by United Mineral Services,
        a private company that is wholly owned by Mr. Dickinson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | Mr. Watson is Chairman and Managing Director of Galahad
        Gold plc, which controls, directly and through subsidiaries, 16,564,140
        shares of Northern Dynasty. Certain of these Shares are registered in
        the names of Galahad Gold plc, Shambhala Gold Limited (Shambhala),
        and Ludgate 341 Limited. Ludgate 341 Limited also holds 1,176,500 warrants
        (at exercise prices of $5.00) and each warrant is exercisable to purchase
        one additional share. Mr. Watson may hold all or a portion of his options
        for the benefit of Galahad as they may agree.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Hunter Dickinson Group Inc. (HDGI) is a
        private company with certain directors in common that provides consulting
        services to the Company. In March 2005, Northern Dynasty reached an agreement
        to acquire the 20% remaining contractual interest in the Pebble Property
        from HDGI for a purchase price of 14,002,268 common shares of Northern
        Dynasty. As at March 21, 2006, none of these common shares have been issued.

---

|Northern Dynasty Minerals
      Ltd. | 
      25 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

At the annual general meeting of the Company held in July 2005,
directors listed above except Morris Beattie were re-elected to a one-year term
of office expiring at the next annual general meeting of Northern Dynasty, which
is expected to be held in June 2006. Several of the directors serve together on
a number of boards of directors of other publicly listed companies. A cost
sharing arrangement exists between a number of these companies pursuant to
administrative and geological service agreements with Hunter Dickinson Inc.
(HDI), a private company owned equally by nine public companies, one of which
is Northern Dynasty. HDI provides extensive engineering, geological and
administrative services to, and incurs costs on behalf of, these companies and
allocates the full costs to them. All officers have a term of office lasting
until their removal or replacement by the Board of Directors.

Based on insider reports filed on www.sedi.ca, as at March 21, 2006, the above directors
and officers beneficially owned, directly or indirectly, or exercised control or
direction over 17,748,040 common shares of the Company (29%), or 34,130,208
common shares on a fully diluted basis (44%).

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

Committee
    MembershipAudit Committee
    David Elliott Gordon Fretwell
      Wayne KirkCompensation Committee
    David Elliott Gordon Fretwell
      Wayne Kirk Jeffrey Mason Ian WatsonNominating and Corporate Governance Committee
    David Elliott Gordon Fretwell
      Wayne Kirk Jeffrey Mason


The mandate of each of these committees is more particularly
described in Northern Dynastys management information circular.

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

MORRIS J.V. BEATTIE, Ph.D., P.Eng.  Director

Dr. Beattie holds a Ph.D. in Mining and Mineral Process
Engineering from the University of British Columbia. He is a Professional
Engineer in the Province of British Columbia, a Chartered Engineer in the United
Kingdom and is also a member of the Canadian Institute of Mining and Metallurgy
and a Fellow of the Institution of Mining and Metallurgy in the United Kingdom.

With over 30 years in the mining industry, Dr. Beatties
experience has encompassed work in base and precious metals and industrial
minerals deposits. He spent the early phase of his career in extractive
metallurgy at Bacon, Donaldson & Associates Ltd. More recently Dr. Beatties
scope of activities has

---

|Northern Dynasty Minerals
      Ltd. | 
      26 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

included due diligence studies, audits and economic evaluation
of mining projects as well as contributions to project feasibility studies. He
has held senior management roles with several technology and exploration
companies, and presently holds a senior position with Galahad Gold plc, which is
a significant shareholder of the Company. He has also served as a director of
various exploration and development stage mining companies.

Dr. Beattie currently is, or has been an officer and/or
director, within the past five years of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd
    Director
    August 2005
    PresentGalahad Gold plc
    Director
    January 2004
    PresentSkaergaard Minerals
      Corp (subsidiary of Galahad Gold plc)
    President
    January 2004
    PresentInternational
      Molybdenum plc
    Director Executive Vice
      President
    April 2005
    PresentAldridge Resources Ltd
    Director
    Feb. 1997
    Nov. 2004Sur American Gold Corp
    Director
    April 1997
    Dec. 2003


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 five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    September 2004Casamiro Resource Corp.
    Director
    February 1995
    August 2002Continental Minerals Corporation
    Director
    November 1995
    PresentFarallon Resources Ltd.
    Director
    December 1995
    PresentGreat Basin Gold Ltd.
    Director
    February 1994
    PresentTaseko Mines Limited
    Director
    January 1994
    Present


SCOTT D. COUSENS - Director

Scott D. Cousens provides management, technical and financial
services to a number of publicly traded companies. Mr. Cousens focus since 1991
has been the development of relationships within the international investment
community. Substantial financings and subsequent corporate success has
established strong ties with North American, European and Asian investors. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies to which Hunter Dickinson Inc. provides
services.

---

|Northern Dynasty Minerals
      Ltd. | 
      27 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1996
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    March 1994
    September 1994Director
    September 1996
    PresentContinental Minerals Corporation
    Director
    June 1994
    PresentFarallon Resources Ltd.
    Director
    December 1995
    PresentGreat Basin Gold Ltd.
    Director
    March 1993
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentTaseko Mines Limited
    Director
    October 1992
    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 40 years. He is a director of Hunter
Dickinson Inc. He is also President and Director of United Mineral Services
Ltd., a private investment company and is the Co-Chairman and Director of
Gibraltar Mines Ltd. a private mining company, which is a wholly owned
subsidiary of Taseko Mines Limited.

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 1994
    PresentCo-Chairman
    November 2001
    April 2004Chairman
    April 2004
    PresentAmarc Resources Ltd.
    Director
    April 1993
    PresentCo-Chairman
    September 2000
    April 2004Chairman
    April 2004
    PresentAnooraq Resources Corporation
    Chairman
    November 1990
    September 2004Director
    October 2004
    PresentCo-Chairman
    October 2004
    PresentContinental Minerals Corporation
    Director
    June 2004
    PresentChairman
    June 2004
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources
      Ltd.
    Director
    July 1991
    PresentChairman
    April 2004
    September 2004


---

|Northern Dynasty Minerals
      Ltd. | 
      28 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Company
    Positions Held
    From
    ToCo-Chairman
    September 2004
    PresentGreat Basin Gold Ltd.
    Director
    May 1986
    PresentCo-Chairman
    September 2000
    April 2004Chairman
    April 2004
    December 2005Co-Chairman
    December 2005
    PresentRockwell Ventures
      Inc.
    Director
    November 2000
    PresentChairman
    November 2000
    PresentTaseko Mines Limited
    Director
    January 1991
    PresentChairman
    April 2004
    July 2005Co-Chairman
    July 2005
    Present


DAVID ELLIOTT, B. Comm, CA  Director

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    July 2004
    PresentAnooraq Resources Corporation
    Director
    July 2005
    PresentGreat Basin Gold Ltd.
    Director
    July 2004
    PresentTaseko Mines Limited
    Director
    July 2004
    PresentStorageFlow Systems Corp.
    Director
    May 2002
    June 2004


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

Gordon J. Fretwell holds a B.Comm, degree and graduated from
the University of British Columbia in 1979 with his Bachelor of Law degree.
Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991,
been a self-employed solicitor (Gordon Fretwell Law Corporation) in Vancouver
practicing primarily in the areas of corporate and securities law. Mr. Fretwell
is, or was within the past five years, an officer and/or director of the
following public companies:

COMPANY
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    June 2004
    Present


---

|Northern Dynasty Minerals
      Ltd. | 
      29 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Continental Minerals
      Corporation
    Director
    February 2001
    PresentQuartz Mountain Resources Ltd.
    Director and Secretary
    January 2003
    PresentRockwell Ventures Inc.
    Director and Secretary
    March 1998
    PresentAntarex Metals Ltd.
    Director
    December 2000
    September 2002Bell Resources Corporation
    Director
    June 2001
    PresentBenton Resources Corp.
    Director
    March 2005
    PresentCopper Ridge Explorations Inc.
    Director and Secretary
    September 1999
    PresentGrandcru Resources Corp.
    Director
    December 2002
    PresentIcon Industries
      Limited
    Vice President of Legal Services
    December 2000
    PresentDirector
    July 2004
    PresentInternational Royalty
      Corporation
    Director
    February 2005
    PresentKeegan Resources Inc.
    Director
    February 2004
    PresentPine Valley Mining Corp.
    Director
    August 2003
    PresentTri-Gold Resources
      Corp.
    Director
    July 2001
    October 2003Secretary
    July 2001
    September 2003CFO
    November 2005
    January 2006


H. WAYNE KIRK, LLB - Director

Wayne Kirk is a retired California State Attorney and
Professional Consultant. With over 30 years professional experience Mr. Kirk
also has over 10 years senior executive experience in the mining industry.

Mr. Kirk is a citizen of the United States and is a resident of
California. A Harvard University graduate, Mr. Kirk received his law degree in
1968. From 1992 to 2002 Mr. Kirk was the Vice President, General Counsel and
Corporate Secretary of Homestake Mining Company. Prior to his retirement in June
2004 he spent two years as Special Counsel for the law firm, Thelen Reid &
Priest in San Francisco.

During the past five years, Mr. Kirk is, or has been, a
director of the following public companies:

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


---

|Northern Dynasty Minerals
      Ltd. | 
      30 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

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 five years, an officer and
or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty
      Minerals Ltd.
    Director
    June 1996
    PresentSecretary
    June 1996
    PresentChief Financial Officer
    June 1998
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentSecretary
    September 1995
    PresentChief Financial Officer
    September 1998
    PresentAnooraq Resources
      Corporation
    Director
    April 1996
    September 2004Secretary
    September 1996
    PresentChief Financial Officer
    February 1999
    PresentContinental Minerals
      Corporation
    Director
    June 1995
    PresentSecretary
    November 1995
    PresentChief Financial Officer
    June 1998
    PresentFarallon Resources
      Ltd.
    Director
    August 1994
    PresentSecretary
    December 1995
    PresentChief Financial Officer
    December 1997
    PresentGreat Basin Gold Ltd.
    Director
    February 1994
    PresentSecretary
    February 1994
    PresentChief Financial Officer
    June 1998
    PresentQuartz Mountain Resources Ltd.
    Principal Accounting Officer
    January 2005
    PresentRockwell Ventures
      Inc.
    Director
    November 2000
    PresentChief Financial Officer
    November 2000
    PresentTaseko Mines Limited
    Director
    February 1994
    PresentSecretary
    February 1994
    PresentChief Financial Officer
    November 1998
    Present


WALTER T. SEGSWORTH, P.Eng.  Director

---

|Northern Dynasty Minerals
      Ltd. | 
      31 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Walter T. Segsworth has been an active and respected member of
the international mining industry for over 30 years. He has an excellent track
record in employee safety, environmental excellence and turn around production
situations. During Mr. Segsworths tenure as President, Chief Operating Officer
and Director at Homestake Mining Company, the Company set a 125 year gold
production record and its operating costs reached 25 year lows. Mr. Segsworth is
a past Director and Chairman of the Mining Associations of Canada and British
Columbia, and was voted British Columbia Mining Industry Person of the Year in
1996. He is a member of the Canadian Institute of Mining, Metallurgy and
Petroleum and until recently, was part of the Mining Curriculum Advisory Board
of the Michigan Technological University, from which he earned his degree in
Mining Engineering.

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    September 2004
    PresentAnooraq Resources Corporation
    Director
    March 2004
    PresentGreat Basin Gold Ltd.
    Director
    January 2003
    PresentCumberland Resources
    Director
    May 2002
    PresentExpatriate Resources Ltd.
    Director
    February 2001
    PresentHomestake Mining
      Company
    President and Chief
      Operating Officer
    April 1999
    February 2002Director
    February 2001
    December 2001Novagold Resources Inc.
    Director
    May 2002
    November 2002UEX Corporation
    Director
    March 2002
    Present


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

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 five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty
      Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief
    September 2000
    Present


---

|Northern Dynasty Minerals
      Ltd. | 
      32 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Company
    Positions Held
    From
    ToExecutive OfficerAnooraq Resources
      Corporation
    Director
    April 1996
    PresentPresident and Chief
      Executive Officer
    September 2000
    PresentCasamiro Resource Corp.
    Director and President
    February 1990
    August 2002Continental Minerals
      Corporation
    Director
    November 1995
    PresentPresident and Chief
      Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources
      Ltd.
    Director
    August 1994
    PresentPresident and Chief
      Executive Officer
    September 2000
    September 2004Co-Chairman
    September 2004
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief
      Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    PresentRockwell Ventures
      Inc.
    Director
    November 2000
    PresentPresident and Chief
      Executive Officer
    November 2000
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief
      Executive Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    PresentTri-Gold Resources Corp.
    Director
    July 1992
    Present


IAN WATSON  Director

Mr. 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 PLC.

---

|Northern Dynasty Minerals
      Ltd. | 
      33 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

Mr Watson is, or was within the past five years an officer and
or a director of the following public companies:

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    July 2003
    PresentGalahad Gold plc
    Chairman and Managing Director
    September 2002
    PresentHighpoint
      Telecommunications Inc.
    Chairman and Chief
      Executive Officer
    April 1998
    May 2002


Cease Trade Orders, Bankruptcies, Penalties or Sanctions

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

Potential Conflicts of Interest

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

ITEM 11.     
PROMOTERS

Not applicable.

ITEM 12.     
LEGAL PROCEEDINGS

Nil

ITEM 13.     
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

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

---

|Northern Dynasty Minerals
      Ltd. | 
      34 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

|Private placement                                                                                                                                                                                                                                                                                  | Director and officer participation                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                              
|On March 18, 2005, the Company completed a
      private placement of 7,247,000 units at Cdn$4.25 per unit. Each unit
      consisted of one common share and one 18 month warrant to purchase an
      additional common share exercisable at a price of Cdn$5.00 until September
      18, 2006. | (a) Ian Watson, a director who is
      Chairman of Galahad Gold who is the largest single shareholder of Northern
      Dynasty, and (b) Galahad Gold participated in this placement to the extent
      of 1,176,500 units.
|
|
|
|
|

ITEM 14.   
 TRANSFER AGENT AND REGISTRAR

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

ITEM 15.    
MATERIAL CONTRACTS

The Company did not enter into any material contracts during
the fiscal year ended December 31, 2005.

ITEM 16.    
INTERESTS OF EXPERTS

David Rennie, P.Eng., Mohan Srivastava, M.Sc., P.Geo., Mark
Rebagliati, P.Eng., and John Payne, Ph.D., P.Geo.:

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

Each of Messrs. Rennie, Srivastava, Rebagliati and Payne
interests in the common shares of the Company, directly or indirectly, or
through stock options, represent less than 1% of the Company's outstanding share
capital.

ITEM 17.    
ADDITIONAL INFORMATION

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

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

---

|Northern Dynasty Minerals
      Ltd. | 
      35 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

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

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

ITEM
18.     DISCLOSURE FOR COMPANIES NOT SENDING
INFORMATION CIRCULARS

Not applicable.

ITEM
19.     CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the "Exchange Act"), the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of December 31, 2005. This evaluation was carried out under
the supervision and with the participation of the Company's Chief Executive
Officer, Ronald W. Thiessen, and the Company's Chief Financial Officer, Jeffrey
R. Mason. Based upon that evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting management to material information
relating to the Company required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
the Company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the Company's reports filed
under the Exchange Act is accumulated and communicated to management, including
the Company's Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.

During the Company's most recently completed fiscal year ended
December 31, 2005, there were no changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
affect, its internal control over financial reporting.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

---

|Northern Dynasty Minerals
      Ltd. | 
      36 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

(1)      Pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the registrant;

(2)      Provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the registrant are being made only in accordance
with authorizations of management and directors of the registrant; and

(3)      Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the registrant's assets that could have a material effect on the
financial statements.

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

A.      AUDIT COMMITTEE FINANCIAL
EXPERT

The board of directors has determined that Mr. David Elliott is
a member of the audit committee of the Company who qualifies as an audit
committee "financial expert" based on his education and experience. Mr. Elliott
is "independent", as that term is defined by the rules of the American Stock
Exchange. Mr. Elliott is an accredited Chartered Accountant in Canada.

B.      CODE OF ETHICS

The Company has adopted a code of ethics that applies to all
personnel of the Company. A copy of the Code of Ethics was attached as an
exhibit to the Company's Annual Report on Form 20-F filed in June 2005.

C.      PRINCIPAL ACCOUNTANT FEES AND
SERVICES

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

Year ended
    
    
    Year endedDecember 31
    
    
    December 31Services:
    
    2005
    
    
    2004Audit Fees
    $
    15,000
    
    $
    15,000Audit-Related Fees(1)
    
    
    
    
    Tax Fees
    
    1,000
    
    
    1,000All
      Other Fees
    
    
    
    
    $
    16,000
    
    $
    16,000


Note:

|(1) | "AuditRelated Fees" include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or
  regulation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

ITEM 21.     OFF
BALANCE SHEET ARRANGEMENTS

None.

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|Northern Dynasty Minerals
      Ltd. | 
      37 | Annual Information Form
|------------------------------------ | ----------- | -----------------------

ITEM 22.     TABULAR
  DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Payments due by periodTotal
    Less than one year
    1 to 3 years
    3-5 years
    More than 5 yearsContractual obligation
    Nil
    Nil
    Nil
    Nil
    NilLong term debt obligations
    Nil
    Nil
    Nil
    Nil
    NilOperating lease obligations
    Nil
    Nil
    Nil
    Nil
    NilPurchase obligations
    Nil
    Nil
    Nil
    Nil
    NilOther
    Nil
    Nil
    Nil
    Nil
    NilTotal
    Nil
    Nil
    Nil
    Nil
    Nil


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

---