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Title:

Annual Information Form

Entities:

Great Basin Gold Ltd.; Northern Dynasty Minerals Ltd.; Rockwell Ventures Inc.; Harvard University; Thelen Reid & Priest LLP

Date:

2006

Size:

Preview shows 21KB of 115KB total

Price:

$42

ID:

#1356549

 

 

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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2005

 

 

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



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



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 1933 and 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 Managements Discussion and Analysis for Northern Dynasty for the fiscal year ended December 31, 2005 together with the auditors 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 Companys 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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