EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED SEPTEMBER 30, 2008 Filed by sedaredgar.com - Northern Dynasty Minerals Ltd. - Exhibit 99.2

NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

T A B L E  O F  C O N T E N T S

1.1 DATE 2
1.2 OVERVIEW 2
1.2.1 SUMMARY 2
1.2.2 LIMITED PARTNERSHIP ESTABLISHED TO ADVANCE THE PEBBLE PROJECT 3
1.2.3 TECHNICAL PROGRAMS 4
  EXPLORATION AND RESOURCE DRILLING 5
  ENGINEERING 5
  ENVIRONMENTAL, CULTURAL AND SOCIOECONOMIC STUDIES 6
1.2.4 CORPORATE MATTERS 8
1.2.5 MARKET TRENDS 8
1.3 SELECTED ANNUAL INFORMATION 9
1.4 SUMMARY OF QUARTERLY RESULTS 10
1.5 RESULTS OF OPERATIONS 11
1.6 LIQUIDITY 12
1.7 CAPITAL RESOURCES 13
1.8 OFF-BALANCE SHEET ARRANGEMENTS 13
1.9 TRANSACTIONS WITH RELATED PARTIES 13
1.10 FOURTH QUARTER 14
1.11 PROPOSED TRANSACTIONS 14
1.12 CRITICAL ACCOUNTING ESTIMATES 14
1.13 CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION 15
  (A) NEWLY ADOPTED ACCOUNTING POLICIES 15
  (B) ACCOUNTING POLICIES NOT YET ADOPTED 18
1.14 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS 18
1.15 OTHER MD&A REQUIREMENTS 18
1.15.1 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE 18
1.15.2 DISCLOSURE OF OUTSTANDING SHARE DATA 19
1.15.3 INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES 19
1.15.4 DISCLOSURE CONTROLS AND PROCEDURES 19

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1 Date

This Management Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements of Northern Dynasty Minerals Ltd. ("Northern Dynasty" or the "Company") for the year ended December 31, 2007, and the unaudited consolidated financial statements for the nine months ended September 30, 2008 as publicly filed on SEDAR at www.sedar.com.

This MD&A is prepared as of November 10, 2008. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

This discussion includes certain statements that may be deemed "forward-looking statements". These forward-looking statements constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this discussion, 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. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those stated herein.

1.2 Overview

1.2.1 Summary

Northern Dynasty is a mineral exploration company whose major asset is a 50% share of the Pebble Copper-Gold-Molybdenum Project (the “Project”), and a stream of financing being provided towards the further exploration and, if warranted, development of the Project.

The Pebble property is located in Alaska, 19 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage.

An extensive, northeast-trending mineralized system underlies the Pebble property. The Pebble West deposit was partially outlined through drilling by a previous operator from 1987-1997. Northern Dynasty acquired the right to earn an interest in the Pebble property in late 2001, and since that time has carried out work programs that resulted in a significant expansion of the Pebble West deposit, the discovery and ongoing delineation of the Pebble East deposit, and the identification of two additional porphyry copper-gold-molybdenum deposits, a porphyry copper zone, a gold-copper skarn occurrence and several high-grade gold veins.

Comprehensive technical programs, including drilling, a full spectrum of engineering assessments, and environmental and socioeconomic studies have been underway since 2004, focused on the Pebble West and Pebble East deposits.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

In mid 2007, Northern Dynasty and Anglo American plc (“Anglo American”) established a strategic 50:50 partnership (Pebble Limited Partnership, see section 1.2.2) to engineer, permit, construct and operate a modern, long-life mine at Pebble, based on a staged investment by Anglo American tied to key project milestones. Currently, it is expected that a prefeasibility study will be completed for the project in the second half of 2009, following which the Pebble Project would enter the permitting phase.

In recent weeks, the deterioration of global economic conditions has resulted in high volatility and significant weakening of exchange traded commodity prices. The deterioration in credit market conditions has also increased the cost of obtaining capital and limited the availability of funds. However, funding for the Pebble Project is provided by Anglo American (described below) and Northern Dynasty has cash and equivalents on hand in excess of $45 million for its operating requirements.

1.2.2 Limited Partnership Established to Advance the Pebble Project

On July 26, 2007, the Company converted a wholly-owned general partnership that held its Pebble Property interests into a limited partnership, the Pebble Limited Partnership (“the Partnership”). An indirect wholly-owned subsidiary of Anglo American plc (“Anglo”) subscribed for 50% of the Partnership's equity effective July 31, 2007. Each of the Company and Anglo effectively has equal rights in the Partnership through wholly-owned affiliates. To maintain its 50% interest in the Partnership, Anglo is required to make staged cash investments into the Partnership aggregating to US$1.425 billion.

Anglo’s staged investment requirements include a committed initial minimum expenditure of US$125 million to be expended towards a prefeasibility study, plus a requirement to fund expenditures approved subsequent to that minimum unless Anglo elects to terminate its rights and interests. After the approval of the prefeasibility study, Anglo is required, in order to retain its 50% interest, to elect to commit to further expenditures which bring its total investment to US$450 million which amount is to be expended in producing a final feasibility study and in related activities, the completion of which is expected to take the Partnership to a production decision. Upon an affirmative decision by the Partnership to develop a mine, Anglo is required to elect to commit to the remainder of the total investment of US$1.425 billion in order to retain its 50% interest in the Partnership. Following completion of the US$1.425 billion expenditure, any further expenditure will be funded by Anglo and the Company on a 50:50 basis (subject to dilution). If the feasibility study is completed after 2011, Anglo’s overall funding requirement increases from US$1.425 billion to US$1.5 billion. The partnership agreement provides for equal project control rights with no operator’s fees payable to either party.

The Company determined that the Partnership is a variable interest entity (“VIE”) in accordance with

Accounting Guideline 15 (“AcG-15”), “Consolidation of Variable Entities”. AcG-15 prescribes the application of consolidation principles for entities that meet the definition of a VIE. The Company concluded that it is the primary beneficiary of the VIE and consequently has consolidated the activities of the Partnership from August 1, 2007. Expenditures incurred on the Pebble Project through the Partnership are included in the consolidated statement of operations. Anglo’s contribution since the formation of the Partnership on July 31, 2007 to September 30, 2008 has been $147.7 million (US$145.5 million) (nine months ended September 30, 2008 – $112.2 million (US$109.6 million)). Anglo’s contributions have been recorded as a non-controlling interest in the Company’s financial statements.

Senior management of the Pebble Limited Partnership is largely in place in Anchorage, Alaska, and includes several of the state’s most respected resource development professionals. This includes CEO John Shively, former Commissioner of the Alaska Department of Natural Resources, and Vice President, Environment Ken

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MANAGEMENT'S DISCUSSION AND ANALYSIS

Taylor, former Deputy Commissioner of the Alaska Department of Fish & Game. The Alaskan-based operating company is guided by a board of directors with equal representation from Anglo and Northern Dynasty.

1.2.3 Technical Programs

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

The following section uses 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.


Cautionary Note to 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 it. ‘Inferred resources’ have a great amount of uncertainty as to their existence, and 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.

Current Resource Estimates

The Pebble West deposit is a near-surface resource that is amenable to surface extraction methods. The estimated Mineral Resources in the Pebble West deposit to March 20051 at a 0.30% copper-equivalent2,3 cutoff, include:

  • Measured and Indicated Resources of 3.0 billion tonnes grading 0.28% copper, 0.32 g/t gold, and 0.015% molybdenum, containing 18.8 billion pounds of copper, 31.3 million ounces of gold and 993 million pounds of molybdenum.

  • Inferred Resource4 of 1.1 billion tonnes grading 0.24% copper, 0.30 g/t gold and 0.014% molybdenum, containing 5.9 billion pounds of copper, 10.8 million ounces of gold and 361 million pounds of molybdenum.

   

1 The Pebble West resource estimate was completed in March 2005 under the direction of David W. Rennie, P. Eng. of Scott Wilson Roscoe Postle Associates Inc., and R. Mohan Srivastava, M.Sc., P.Geo., of FSS Canada Consultants Inc., who are independent Qualified Persons.

2 Copper equivalent calculations use metal prices of US$1.00/lb for copper, US$400/oz for gold, and US$6.00/lb for molybdenum. Copper equivalent and contained metal values above 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 12.86/22.05) + (Mo % x 132.28/22.05).

3 A 0.30% CuEQ cut-off is considered to be comparable to that used for porphyry deposit open pit mining operations in the Americas. For bulk underground mining higher cut-offs, such as 0.60% CuEQ, are typically used. All cut-offs are subject to a feasibility study

4 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

The Pebble East deposit is located adjacent and to the east of Pebble West. Pebble East is deeper but higher grade than Pebble West, and geotechnical analysis indicates that it is amenable to underground bulk mining. The estimated Mineral Resource in the Pebble East deposit to February 20085 at a 0.60% copper equivalent cut-off, include:

  • Inferred Resource of 3.9 billion tonnes grading 0.58% copper, 0.36 g/t gold and 0.033% molybdenum, containing 49 billion pounds of copper, 45 million ounces of gold, and 2.8 billion pounds of molybdenum.

2008 Budget

The Pebble Partnership Board approved a US$140.1 million budget to advance the Pebble Project in 2008, including US$61.6 million on a drilling program to upgrade a portion of the mineral resources in the Pebble East deposit and test the full extent of the deposit; US$30.2 million on engineering to support the completion of a prefeasibility study, including detailed metallurgical testwork and infrastructure studies; US$24.9 million on an environmental program to complete the Environmental Baseline Document for the Pebble Project, support mine planning studies and continue monitoring; and US$14.8 million for community engagement, workforce and business development, and public affairs.

Exploration and Resource Drilling

A 157,000-foot infill and delineation drill program has been approved for Pebble East in 2008. The drill program was designed to upgrade the resource classification of a portion of the Pebble East mineral resources to an indicated category in preparation for prefeasibility mine planning studies, and to test for the outside limits of the deposit. The 2008 program has also included metallurgical, geotechnical and environmental drilling.

Drilling commenced in mid February 2008. During the quarter, approximately 61,340 feet in 88 holes were drilled, of which approximately 47,400 feet in 10 holes were for exploration and delineation of the Pebble East deposit. In the nine months ending September 30, 2008, 215 holes (approximately 141,000 feet) have been drilled, including 24 holes (approximately 109,800 feet) for exploration and delineation.

Engineering

Engineering work in 2008 is underway in the following areas:

  • Collection of additional site and underground geotechnical data to support ongoing design work;
  • Completion of metallurgical testwork on both Pebble West and Pebble East to optimize conventional processing systems and designs;
  • Continuation of assessments of the major infrastructure elements (access road, port and power) in order to establish the optimum alternatives and designs for these Project components; and
  • Assessment of potential project mine plans that would extract portions of the extensive mineral resources available to determine likely scenarios for the prefeasibility study.
   
5 The Pebble East estimate was prepared in February 2008 by David Gaunt, P.Geo., Hunter Dickinson Services Inc., technical consultant to the Partnership and the Qualified Person for the current estimate, who would not be considered independent.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

Geotechnical Data

Pebble East

The 2008 Pebble East geotechnical data collection program is an extension of the work that commenced in 2006. Managed by an international independent consulting firm, the objective of this program is to collect geotechnical data to support design of an underground mine at Pebble East. The program consists of data collection and analysis of standard geotechnical parameters from all core holes, detailed logging of oriented core from one of the exploration rigs, and down-hole logging using an acoustic probe. This program commenced early in 2008 with the drilling program and is expected to continue through the year.

A program to collect surface geotechnical data commenced early in the second quarter. This program is intended to collect supplemental data for the design of site infrastructure, tailings and water management systems. During the third quarter, approximately 5,870 feet were drilled in 29 holes at various infrastructure sites around the property. The program was completed in mid October.

Metallurgy

Follow up flotation and comminution testwork on Pebble West and Pebble East samples took place during the quarter. The objective of flotation testwork on Pebble West samples was to assess how these samples would perform using the flowsheet designed for Pebble East. Comminution properties of the Pebble West and Pebble East samples were also assessed. By the end of the third quarter, this program was approaching completion. A drilling program was initiated in Pebble West during the third quarter, with the objective of collecting additional metallurgical samples for 2009 testwork. This program will be completed and the samples shipped to the lab in the fourth quarter.

Engineering Studies

A significant round of engineering studies commenced in 2008, with the intent of updating work conducted on Pebble West in 2005 and to assess the effect of including Pebble East in the mine plan. These studies both build on the 2005 work, and involves re-evaluation of aspects such as primary infrastructure, process flowsheet, site layout, mining plans and throughput rates. By the end of the third quarter, the design portion of this work was nearing completion and cost estimating had commenced.

Infrastructure

Concurrently with the site project analysis, further studies to assess road, port and power infrastructure and alternatives commenced in the second quarter. These studies are also nearing completion.

Environmental, Cultural and Socioeconomic Studies

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

Environmental and socioeconomic study program objectives for 2008 include collection of data to cover the expanded Pebble East deposit area and to compare annual variability. This data provides a foundation for the sound environmental design of the project and preparation of state and federal permit applications in future

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MANAGEMENT'S DISCUSSION AND ANALYSIS

years. The primary areas of focus for the 2008 field programs are water, aquatic habitat/fish resources, terrestrial habitat/wildlife resources, wetlands, and subsistence/traditional use.

Forty-three holes (approximately 3,460 feet) were drilled for environmental data collection purposes during the quarter. These holes are testing the resource and planned infrastructure areas to map out groundwater flow regimes and to understand groundwater chemistry. The program is 80% complete.

The environmental baseline document remains on schedule to be finalized in 2009. This document would be submitted with permit applications in late 2009 once mine engineering and a proposed development plan is completed. The permitting process for the Pebble Project under the National Environmental Policy Act is expected to take three or more years.

In terms of stakeholder outreach and community relations, an increased number of public meetings and project presentations are being conducted throughout the region and around the state in 2008. In addition, the Keystone Center – a non-profit organization that specializes in developing stakeholder dialogue processes –has agreed to work with the Partnership to design and facilitate an independent, stakeholder-driven dialogue process around the Pebble Project to begin in fall 2008. It is envisaged that the program will include recruitment of independent technical and scientific experts to review the Pebble Partnership’s work and serve as a credible and objective arbiter for project stakeholders.

Stakeholder tours to the Pebble Project site, as well as to operating mines in Alaska and western Canada and Chile, are also being conducted in 2008. Tours are an excellent opportunity for stakeholders to learn more about mineral exploration techniques and practices, as well as how environmental and social issues are addressed through modern mine engineering and operations. Participants come away with new information and a deeper understanding of how modern mines function; information they are able to share with their families and communities when they return home.

The Pebble Partnership has a number of other initiatives underway to enhance stakeholder relationships in 2008. This includes investment in community socio-economic development programs like the Pebble Fund for Sustainable Bristol Bay Fisheries & Communities – a five-year, $5 million endowment to enhance the health and sustainability of regional fisheries and the communities they support. It also includes the Pebble Project Pre-Permitting Environmental & Socio-Economic Data Release Series – a voluntary initiative to share the preliminary findings of the Partnership’s comprehensive environmental study program with project stakeholders prior to the beginning of project permitting.

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

On August 26, 2008, Alaska voters went to the polls for the state’s primary election and cast their ballots on Ballot Measure 4, an initiative that could have introduced new, undefined water quality standards for mining. Ballot Measure 4 was defeated by a 57% – 43% margin, reinforcing support for the state’s existing regulatory framework.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

1.2.4 Corporate Matters

On August 1, 2008, Marchand Snyman became Chief Financial Officer and Director of the Company.

1.2.5 Market Trends

Copper prices have, largely, been increasing since late 2003. The average price in 2007 was US$3.22/lb. Prices continued to be strong in the third quarter, but have been volatile in October and November related to the uncertainty in global financial markets. The average price in 2008 to November 10 is US$3.38/lb. Gold prices have been on an uptrend for more than three years. The average gold price in 2007 was US$695/oz. Prices dropped below US$800/oz for a two-week period in early September, and since mid October but have remained above US$716/oz. The average price in 2008 to November 10 is US$882/oz. As global economic conditions weaken and other market conditions are uncertain, gold prices are expected to remain strong.

Molybdenum prices increased from US$7.60/lb in 2003 and peaked in 2005 at an average price of US$34/lb. Prices decreased in 2006, averaging US$25.53/lb over the year, and strengthened again in 2007, averaging US$30.47/lb for the year. Molybdenum prices have averaged US$32.73/lb in 2008 to November 10. Prices have been below US$30/lb since mid October.

Metal price forecasts over the short terms are being adjusted as a result of uncertain economic conditions. Some analysts have increased their gold price forecasts for 2008 and 2009.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.3 Selected Annual Information

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in thousands of Canadian dollars, except per share amounts.

    As at     As at     As at  
    December 31     December 31     December 31  
    2007     2006     2005  
Current assets $  41,381   $  98,112   $  14,178  
Mineral properties   168,222     168,222     16,707  
Other assets   674     633     411  
Total assets   210,277     266,967     31,296  
                   
Current liabilities   7,628     7,839     3,161  
Other liabilities   93,338     61,601     –  
Shareholders’ equity   109,311     197,527     28,135  
Total liabilities and shareholders’ equity   210,277     266,967     31,296  
                   
Working capital   33,753     90,273     11,017  
                   
Expenses (income)                  
Amortization   146     124     93  
Conference and travel   1,161     936     701  
Exploration   86,424     50,613     43,066  
Legal, accounting and audit   1,649     931     313  
Office and administration   5,062     3,041     2,362  
Shareholder communication   623     386     367  
Trust and filing   485     149     193  
Foreign exchange loss (gain)   3,878     (773 )   (282 )
Future income tax recovery   (3,815 )   (637 )   –  
Loss on disposal of fixed assets   11     –     –  
Gain on disposal of marketable securities   (1 )   (194 )   –  
Interest income   (2,749 )   (2,238 )   (585 )
Stock-based compensation – exploration   4,644     1,882     1,788  
Stock-based compensation – administration   6,489     4,163     2,302  
Loss for the year   104,007     58,383   $  50,318  
                   
Basic and diluted loss per common share $  1.13   $  0.75   $  0.90  
                   
Weighted average number of common shares outstanding   91,978,571     77,708,870     55,845,791  

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.4 Summary of Quarterly Results

Expressed in thousands of Canadian dollars, except per-share amounts. Small differences are due to rounding.

    Sep 30     Jun 30     Mar 31     Dec 31     Sep 30     Jun 30     Mar 31     Dec 31  
    2008     2008     2008     2007     2007     2007     2007     2006  
Current assets $  51,115   $  51,551   $  49,780   $  41,381   $  46,068   $  59,913   $  82,611   $  98,112  
Mineral properties   168,222     168,222     168,222     168,222     168,222     168,222     168,222     168,222  
Other assets   776     773     785     674     594     669     715     633  
Total assets   220,113     220,546     218,787     210,277     214,884     228,804     251,548     266,967  
                                                 
Current liabilities   14,363     11,403     9,227     7,628     7,199     7,311     5,821     7,839  
Other liabilities   205,499     156,445     119,175     93,338     74,441     58,663     60,619     61,601  
Shareholders’ equity   251     52,698     90,385     109,311     133,244     162,830     185,108     197,527  
Total liabilities and                                                
shareholders’ equity   220,113     220,546     218,787     210,2778     214,884     228,804     251,548     266,967  
                                                 
Working capital   36,752     40,148     40,553     33,753     38,869     52,602     76,790     90,273  
                                                 
Expenses                                                
Amortization   20     30     40     34     36     47     30     61  
Conference and travel   589     432     304     434     278     281     168     375  
Exploration   48,205     34,606     18,275     23,529     27,396     21,761     13,738     16,565  
Legal, accounting and audit   351     246     118     692     495     175     287     324  
Office and administration   4,123     2,155     1,490     1,241     1,710     826     1,285     732  
Shareholder communication   79     86     52     125     115     263     119     139  
Trust and filing   39     16     171     216     39     138     92     2  
Subtotal   53,406     37,571     20,450     26,271     30,069     23,490     15,719     18,198  
Foreign exchange loss                                                
(gain)   (766 )   362     (1,133 )   767     1,266     1,947     (102 )   (746 )
Interest income   (207 )   (265 )   (428 )   (401 )   (560 )   (821 )   (968 )   (984 )
Loss on disposal of fixed                                                
assets   –     –     –     –     11     –     –     –  
Gain on disposal of                                                
marketable securities   –     –     –     (1 )   –     –     –     –  
Subtotal   52,433     37,668     18,889     26,636     30,786     24,616     14,649     16,468  
Stock-based compensation   429     4,056     (51 )   1,644     2,384     3,168     3,937     1,339  
Income taxes   5     20     35     –     –     –     –     –  
Future income tax recovery   –     –     –     (43 )   (832 )   (1,956 )   (982 )   (638 )
Loss for the period $  52,867   $  41,744   $  18,873   $  28,237   $  32,338   $  25,828   $  17,604   $  17,169  
                                                 
Basic and diluted loss per                                                
common share $  0.57   $  0.45   $  0.20   $  0.31   $  0.35   $  0.28   $  0.19   $  0.19  
                                                 
Weighted average number                                                
of common shares                                                
outstanding YTD                                                
(thousands)   92,544     92,544     92,544     92,264     91,968     91,922     91,756     91,027  

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.5 Results of Operations

Please refer to Note 2 of the notes to the consolidated interim financial statements for an explanation of the method of accounting for the 50:50 partnership interest in the Pebble Limited Partnership.

These interim results of operations include the accounts of the Company and its wholly-owned subsidiaries. The Company has determined that its 50:50 partnership with an indirect wholly-owned subsidiary of Anglo American plc (“Anglo”) in the Pebble Project qualifies as a variable interest entity and concluded that the Company is the primary beneficiary and accordingly has consolidated the activities of the partnership. Expenditures incurred on the Pebble Project through the partnership, while funded 100% by Anglo, have been included in the consolidated statement of operations. Anglo’s contributions for the nine months ended September 30, 2008 of $112.2 million (US$109.6 million) have been recorded as a non-controlling interest in the partnership.

Three months ended September 30, 2008 vs. September 30, 2007

Loss for the three months ended September 30, 2008 was $52.9 million, compared to a loss of $32.3 million in the third quarter of the previous fiscal year.

Expenses, excluding stock-based compensation, foreign exchange, interest income, and future income taxes, increased to $53.4 million from $30.1 million in the same period in the previous year.

Exploration costs increased to $48.2 million from $27.4 million for the same period in the previous year. The main exploration expenditures during the quarter were:

  • engineering (2008 – $10.7 million; 2007 – $0.7 million);

  • environmental planning and testing (2008 – $9.4 million; 2007 – $6.5 million);

  • drilling (2008 – $7.8 million; 2007 – $6.4 million);

  • site activities (2008 – $7.6 million; 2007 – $6.2 million);

  • logistics and transportation (2008 – $5.0 million; 2007 – $4.3 million);

  • public affairs (2008 – $4.3 million; 2007 – $nil); and

  • socioeconomic initiatives (2008 – $0.8 million; 2007 – $1.6 million)

The increase in exploration costs is due to increased environmental planning and testing work with the ongoing environmental data collection in the area of the expanded Pebble East deposit as well as increased community engagement and public affairs programs to advance stakeholder relationships, public education and project support. Furthermore, there was an increase in engineering activities compared to the prior year due to work performed for the prefeasibility study.

Office and administration costs increased to $4.1 million from $1.7 million in the previous year mainly due to increased administrative activities required to support work at the Pebble site and advisory fees. Legal,

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

accounting and audit decreased slightly to $0.4 million from $0.5million due to legal advisory services incurred for regulatory and environmental matters, and accounting and tax services related to the transaction with Anglo in the previous year.

Stock-based compensation decreased to $0.4 million for the three months ended September 30, 2008, compared to $2.4 million in the previous year due mainly to the volatility of prices in the current quarter and the vesting of options in the prior year quarter.

The Company recorded a foreign exchange gain of $0.8 million for the quarter compared to a loss of $1.3 million for the same period in the previous year, due to the appreciation of the Company’s US dollar assets, mainly held in cash and equivalents, against the Canadian dollar.

During the quarter there was no future income tax expense recognized as compared to $0.8 million for the same period in the previous year. This is because the Company was financing exploration activities prior to Anglo subscribing for 50% of the Partnership equity in July 2007 and as a result, recognized future income tax expense on the mineral property.

Nine months ended September 30, 2008 vs. September 30, 2007

Loss for the nine months ended September 30, 2008 increased to $113.5 million from $75.8 million in the same period of the previous year. The increase is due to exploration expenses which increased to $101.1 million from $62.9 million in the comparative period as the Company through the Partnership saw an increase in exploration activities which is in line with the approved 2008 US140.1 million budget (refer 1.2.3) .

The main exploration expenditure for the first nine months of fiscal 2008 was for environmental (2008 –$19.7 million; 2007 – $14.6 million) and drilling (2008 – $18.9 million; 2007 – $13.2 million).

Other significant exploration costs were for

  • engineering (2008 – $18.7 million; 2007 – $2.7 million), and

  • site activities (2008 – $15.7 million; 2007 – $13.6 million).

Stock-based compensation for the nine months ended September 30, 2008 decreased to $4.4 million from $9.5 million in the prior year due to volatility in share prices and earlier vestng of options in the prior year.

During the nine months ended September 30, 2008 there was no future income tax expense recognized (2007 – $3.8 million). This is because the Company was financing exploration activities prior to Anglo subscribing for 50% of the Partnership equity in July 2007 and as a result, recognized future income tax expense on the mineral property.

1.6 Liquidity

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares in each of the past few years, pursuant to private placement financings and the exercise of warrants or options. The Company's access to financing when the financing is not transaction specific is always uncertain. There can be no assurance of continued access to significant equity funding.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

In fiscal 2007, the Company converted a wholly-owned general partnership formed in 2006 to hold its Pebble Property interests into a limited partnership, the Pebble Limited Partnership (“the Partnership”), so that an indirect wholly-owned subsidiary of Anglo American plc (“Anglo”) could subscribe for 50% of the Partnership's equity. Each of the Company and Anglo effectively has equal rights in the Partnership through wholly-owned affiliates. To maintain its 50% interest in the Partnership, Anglo is required to make staged cash investments into the Partnership aggregating to US$1.425 billion over a period of several years. This includes a committed initial minimum expenditure of US$125 million to be expended towards a prefeasibility study, plus a requirement to fund expenditures approved subsequent to that minimum. Thereafter Anglo is required to elect to commit to further expenditures which bring its total investment to US$450 million which amount is to be expended producing a final feasibility study and in related activities. Should a decision be made to develop a mine Anglo is required to elect to commit to the remainder of the total investment of US$1.425 billion in order to retain its 50% interest in the Partnership (refer 1.2.2) .

At September 30, 2008, the Company had working capital of approximately $36.8 million as compared to $33.8 million at December 31, 2007.

The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations, other than maintenance payments on the Pebble property and routine office leases.

The Company has no "Purchase Obligations", defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company.

1.7 Capital Resources

The Company has no long-term debt and had 92,543,639 common shares issued and outstanding at September 30, 2008.

The Company had no commitments for material capital expenditures as of September 30, 2008.

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

1.8 Off-Balance Sheet Arrangements

None.

1.9 Transactions with Related Parties

Hunter Dickinson Services Inc. ("HDSI") (formerly Hunter Dickinson Inc.) is a private company owned equally by eight public companies, one of which is Northern Dynasty. HDSI has certain directors in common with the Company and carries out geological, corporate development, administrative, financial management including raising of funds, investor relations, and other management activities for, and incurs third party costs on behalf of, the Company. The Company reimburses HDSI on a full cost-recovery basis.

Costs for services rendered by HDSI to the Company were $8.1 million for the nine months ended September 30, 2008 as compared to $3.7 million for the comparable period in 2007. The increase over 2007 is due to the increased level of activity of the Company that saw additional resources being provided by HDSI to assist with the Company’s exploration and development activities. Included in the total of services

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

provided by HDSI for the nine months ended September 30, 2008 is $6.5 million invoiced to the Partnership for services.

During the nine months ended September 30, 2008, the Company paid $0.15 million (2007 – $0.14 million) to a private company controlled by a former director of Pebble East Claims Corp. (formerly Northern Dynasty Mines Inc.), a wholly owned private US subsidiary of the Partnership, for project management services.

1.10 Fourth Quarter

Not applicable.

1.11 Proposed Transactions

There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course, before the board of directors for consideration.

1.12 Critical Accounting Estimates

The Company's accounting policies are presented in notes 3 and 4 of the audited consolidated financial statements for the year ended December 31, 2007. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. These estimates include:

  • mineral resources and reserves,
  • the carrying values of mineral properties,
  • the carrying values of property, plant and equipment, and
  • the valuation of stock-based compensation expense.

Actual amounts could differ from the estimates used and, accordingly, affect the results of operations.

Mineral resources and reserves, and the carrying values of mineral properties, and of property, plant and equipment

Mineral resources and reserves are estimated by professional geologists and engineers in accordance with recognized industry, professional and regulatory standards. These estimates require inputs such as future metals prices, future operating costs, and various technical geological, engineering, and construction parameters. Changes in any of these inputs could cause a significant change in the resources and reserves estimates which in turn could have a material effect on the carrying value of property, plant and equipment.

The carrying value of mineral properties is also dependant on the valuation used for the common shares and warrants of the Company issued for the acquisition of mineral properties. The value of the common shares issued is the price of the common shares of the Company at the date of issuance to effect the acquisition. The Company uses the Black-Scholes pricing model to estimate a value for the warrants issued upon the acquisition of a property. This model, and other models which are used to value options and warrants, require inputs such as expected volatility, expected life to exercise, and

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

interest rates. Changes in any of these inputs could cause a significant change in the carrying value initially recorded for mineral properties.

Stock-based compensation expense

From time to time, the Company may grant share purchase options to directors, employees and service providers. The Company uses the Black-Scholes option pricing model to estimate a value for these options. This model, and other models which are used to value options, require inputs such as expected volatility, expected life to exercise, and interest rates. Changes in any of these inputs could cause a significant change in the stock-based compensation expense charged in a period.

Asset retirement obligations

The Company recognizes statutory, contractual or other legal obligations related to the retirement of tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of the underlying future cash flows. The capitalized asset retirement cost is amortized to operations over the life of the asset.

1.13 Changes in Accounting Policies including Initial Adoption

(a)

Newly Adopted Accounting Policies

   

Effective January 1, 2008, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to financial instruments. As required by the transitional provisions of these new standards, these new standards have been adopted on a prospective basis with no restatement to prior period financial statements.


  (i)

Capital Disclosures (Section 1535)

     
 

This standard requires disclosure of an entity's objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any externally imposed capital requirements and, if it has not complied, the consequences of such non-compliance.

     
 

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can explore and develop its projects for the benefit of its shareholders and other stakeholder. The Company considers the components of shareholders’ equity as well as its cash and equivalents, as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Company may issue new shares through private placements and public offerings in order to maintain or adjust the capital structure. The Company is not subject to externally imposed capital requirements.

     
 

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors,

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

 

including successful capital deployment and general industry conditions. The Company expects its current capital resources will be sufficient to carry its exploration and development plans and operations through its current operating period. There were no changes to the Company’s approach to capital management during the nine months ended September 30, 2008.

     
  (ii)

Financial Instruments – Disclosure (Section 3862) and Presentation (Section 3863)

     
 

These standards replace CICA 3861, Financial Instruments – Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity's financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel.

     
 

Financial Instrument Risk Exposure and Risk Management

     
 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty limits, controlling and reporting structures. The types of risk exposure and the way in which such exposure is managed is provided as follows:

     
 

Credit Risk

     
 

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash and equivalents, amounts receivable and balances receivable from related parties. The Company limits the exposure to credit risk by only investing its cash and equivalents with high-credit quality financial institutions and government treasury bills. The carrying value of the Company’s cash and cash equivalents and amounts receivable represent the maximum exposure to credit risk. The Company does not have financial assets that are invested in asset backed commercial paper.

     
 

Liquidity Risk

     
 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash and equivalents. The Company believes that these sources will be sufficient to cover the likely short and long term cash requirements. The Company’s cash and equivalents are invested in business accounts, bankers acceptances, government treasury bills and/or commercial paper (in the case of US dollar denominated cash and equivalents), and which are available on demand for the Company’s programs, and which are not invested in any asset backed deposits/investments.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Foreign exchange risk

     
 

The Company is exposed to foreign exchange risk as its operating expenses are primarily incurred in US dollars and its liabilities are primarily denominated in US dollars. The results of the Company’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Company are reported in Canadian dollars in the Company’s consolidated financial statements. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have an impact upon the losses incurred by the Company and may also affect the value of the Company’s assets and the amount of shareholders’ equity.

     
 

The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

     
 

Interest rate risk

     
 

The Company is subject to interest rate risk with respect to its investments in cash equivalents. The Company’s policy is to invest cash at fixed rates of interest and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when the cash equivalents mature impact interest income earned.

     
 

Commodity price risk

     
 

While the value of the Company’s core mineral resource property, the Pebble Property, is related to the price of gold, copper and molybdenum and the outlook for these minerals, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect of its operational activities.

     
 

Gold, copper, and molybdenum prices historically have fluctuated widely and are affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

     
  (iii)

Going Concern – Amendments to Section 1400

     
 

CICA 1400, General Standards of Financial Statement Presentation, was amended to include requirements to assess and disclose an entity's ability to continue as a going concern.

     
 

The Company’s management has assessed the Company’s ability to continue as a going concern. and has concluded that this assumption is appropriate in the preparation of these interim consolidated financial statements as i) ongoing exploration activities are being financed by the Company’s partner in the Partnership; and ii) the Company has sufficient cash and equivalents to fund its day to day operations.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

(b)

Accounting Policies Not Yet Adopted

     
(i)

International Financial Reporting Standards ("IFRS")

     

In 2006, the Canadian Accounting Standards Board ("ACSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlined the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. Companies also have the option to early adopt IFRS for fiscal years beginning in January 1, 2009. The Company is currently in the process of developing an IFRS conversion plan and evaluating the impact of the transition to IFRS.

     
(ii)

Goodwill and Intangibles

     

The AcSB issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008.

1.14 Financial Instruments and Other Instruments

Refer to the notes to the financial statements.

1.15 Other MD&A Requirements

Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

1.15.1 Additional Disclosure for Venture Issuers without Significant Revenue

Not applicable. The Company is a non-venture issuer.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.15.2 Disclosure of Outstanding Share Data

The following details the share capital structure as of the date of this MD&A, subject to minor accounting adjustments.

  Expiry date Exercise price   Number Number
Common shares         92,543,639
           
Share purchase options April 30, 2009 $ 7.25   359,400  
  April 30, 2011 $ 7.25   945,000  
  April 30, 2009 $ 9.81   50,000  
  April 30, 2009 $10.32   593,000  
  April 14, 2011 $9.74   1,499,000  
  October 27,2011 $3.00   224,660  
  February 20, 2012 $10.95   828,000  
  April 11, 2013 $9.74   733,000  
  August 22, 2013 $5.35   40,000  
  October 27, 2013 $3.00   140,000 5,412,060

1.15.3 Internal Controls over Financial Reporting Procedures

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There have been no significant changes in internal controls over financial reporting that occurred during the period ended September 30, 2008 that could have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

1.15.4 Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and to ensure that required information is gathered and communicated to the Company’s management so that decisions can be made about timely disclosure of that information.

There have been no significant changes in the Company's disclosure controls during the period ended September 30, 2008 that could significantly affect disclosure controls subsequent to the date the Company carried out its evaluation.

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NINE MONTHS ENDED SEPTEMBER 30, 2008
MANAGEMENT'S DISCUSSION AND ANALYSIS

Cautionary (forward looking)

The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Pebble project. The mineralized material at the Pebble project is currently classified as a mineral resource and it is not a reserve. Considerable additional work, including in-fill drilling, additional process tests, and other engineering and geologic work will be required to determine if the mineralized material is an economically exploitable reserve. There can be no assurance that this mineralized material can become a reserve or that the amount may be converted to a reserve or the grade thereof. Final feasibility work has not been done to confirm the pit design, mining methods, and processing methods. Final feasibility could determine that the currently assumed pit design, mining methods, and processing methods are not correct. Construction and operation of the mine and processing facilities depends on securing environmental and other permits on a timely basis. No permits have been applied for and there can be no assurance that required permits can be secured or secured on a timely basis. Data is incomplete and cost estimates have been developed in part based on costs at projects believed to be comparable, and not based on firm price quotes. Costs, including design, procurement, construction, and on-going operating costs and metal recoveries could be materially different from those currently assumed. There can be no assurance that mining can be conducted at assumed rates and grades. The project requires the development of port facilities, roads and electrical generating and transmission facilities. Although Northern Dynasty believes that the State of Alaska favors the development of these facilities, there can be no assurance that these infrastructure facilities can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity. The project has been evaluated using projected long-term price levels for copper, gold, silver and molybdenum. Prices for these commodities are historically volatile, and Northern Dynasty has no control of or influence on those prices, all of which are determined in international markets. There can be no assurance that the prices of these commodities will continue at current levels or that they will not decline below the projected prices. Prices for copper, gold, silver, and molybdenum have been below the projected prices at times during the past ten years, and for extended periods of time. Changes in, or the introduction of new, government regulations relating to mining, including laws and regulations relating to the protection of the environment could impact the projects ability to secure appropriate permits to operate. The project will require major financing, probably a combination of debt and equity financing. There can be no assurance that debt and/or equity financing will be available on acceptable terms. A significant increase in costs of capital could materially and adversely affect the value and feasibility of constructing the project. Other general risks include those ordinary to large construction projects including the general uncertainties inherent in engineering and construction cost, compliance with generally increasing environmental obligations, and accommodation of local and community concerns.

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