NORTHERN DYNASTY MINERALS LTD.
Suite 1020 - 800 West Pender Street
Vancouver, British Columbia V6C 2V6
Telephone: (604) 684-6365 Fax: (604) 684-8092
NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The annual and extraordinary general meeting (the “Meeting”) of Shareholders ofNorthern Dynasty Minerals Ltd. (the “Company”) will be held at 1020 – 800 West Pender Street, Vancouver, British Columbia, on June 20, 2006 at 1:30 pm, local time, for the following purposes:
Annual General Meeting Matters
| 1. | To receive and consider the report of the directors, the consolidated financial statements for its fiscal period ended December 31, 2005 and the report of the auditor of the Company thereon. |
| 2. | To elect eleven directors for the Company for the ensuing year. |
| 3. | To appoint an auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration. |
Special Meeting Matters
| 1. | Share Option Plan- To consider and if thought fit to approve an ordinary resolution of disinterested shareholders to change the Company’s Share Option Plan to a 10% rolling plan, subject to TSX Venture Exchange acceptance. |
Other Matters
| 1. | To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting. |
An Information Circular and a copy of the consolidated financial statements for the year ended December 31, 2005 and the auditor’s report thereon accompany this Notice. The Information Circular contains details of matters to be considered at the Meeting.
Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy or complete another suitable form of proxy and deliver it by fax, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Information Circular.
Shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy and in the Information Circular to ensure that their shares will be voted at the Meeting.
DATED at Vancouver, British Columbia, May 24, 2006
BY ORDER OF THE BOARD
/s/ Ronald Thiessen
President and Chief Executive Officer