NAK Northern Dynasty Minerals Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at November 19, 2015

Commission File Number: 001-32210

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

15th Floor - 1040 W. Georgia St.
Vancouver, British Columbia
Canada V6E 4H1
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [   ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

SUBMITTED HEREWITH

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2015

(Expressed in thousands of Canadian Dollars)

(Unaudited)

Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in thousands of Canadian Dollars)

Continuance of Operations (note 1)
Commitments (note 13)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

These condensed consolidated interim financial statements are signed on the Company's behalf by:

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Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Comprehensive Loss
(Unaudited - Expressed in thousands of Canadian Dollars, except for share information)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited - Expressed in thousands of Canadian Dollars)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Changes in Equity
(Unaudited - Expressed in thousands of Canadian Dollars, except for number of shares)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Northern Dynasty Minerals Ltd. (the "Company" or “Northern Dynasty”) is incorporated under the laws of the Province of British Columbia, Canada, and its principal business activity is the exploration of mineral properties. The Company is listed on the Toronto Stock Exchange ("TSX") under the symbol "NDM" and on the New York Stock Exchange-MKT ("NYSE-MKT") under the symbol "NAK". The Company’s corporate office is located at 1040 West Georgia Street, 15^th floor, Vancouver, British Columbia.

The condensed consolidated interim financial statements ("Financial Statements") of the Company as at and for the period ended September 30, 2015, include financial information for the Company and its subsidiaries (note 2(c)) (together referred to as the "Group" and individually as "Group entities"). The Company is the ultimate parent. The Group operates in a single and geographical reportable operating segment which is the acquisition, exploration and development of its core mineral property interest, the Pebble Copper-Gold-Molybdenum Project (the "Pebble Project") located in Alaska, United States of America ("USA" or "US").

The Group is in the process of exploring and developing the Pebble Project and has not yet determined whether the Pebble Project contains mineral reserves that are economically recoverable. The Group’s continuing operations, and the underlying value and recoverability of the amounts shown for the Group’s mineral property interest, are entirely dependent upon the existence of economically recoverable mineral reserves; the ability of the Group to obtain financing to complete the exploration and development of the Pebble Project; the Group obtaining the necessary permits to mine; and future profitable production or proceeds from the disposition of the Pebble Project.

As at September 30, 2015, the Group had $12.6 million in cash and cash equivalents for its operating requirements. The Group has prioritized the allocation of these funds to meet key corporate and Pebble Project expenditure requirements in the near term however additional financing will be required to fund key activities and progress material Pebble Project expenditures in 2016. The Group continues to seek additional financing which may include any of or a combination of debt, equity and/or contributions from possible new Pebble Project participants as well as the acquisition of entities whose primary asset is cash. The Group has announced that it is to acquire TSX Venture listed company, Mission Gold Ltd., whose primary assets are approximately $9 million in cash (note 14). There can be no assurances that the Group will be successful in obtaining additional financing. If the Group is unable to raise the necessary capital resources and generate sufficient cash flows to meet obligations as they come due, the Group may, at some point, consider reducing or curtailing its operations. As such there is material uncertainty that casts substantial doubt about the Company’s ability to continue as a going concern. Management has concluded that presentation as a going concern is appropriate in these Financial Statements due to the anticipated acquisition discussed above.

In July 2014, the United States Environmental Protection Agency (the "EPA") announced a proposal under Section 404(c) of the Clean Water Act to restrict and impose limitations on all discharges of dredged or fill material ("EPA Action") associated with mining the Pebble deposit. The Company believes that the EPA does not have the statutory authority to impose conditions on the development at Pebble prior to the submission of a detailed development plan and its thorough review by federal and state agencies, including review under the National Environmental Protection Act ("NEPA"). The Pebble Limited Partnership (the “Pebble Partnership”), a wholly-owned subsidiary of the Company, along with the State of Alaska and the Alaska Peninsula Corporation, an Alaska Native village corporation with extensive land holdings in the Pebble Project area, filed for an injunction to stop the EPA Action with the US Federal Court in Alaska (the "Court"). However, the Court has deferred judgment thereon until the EPA has issued a final determination. The Company appealed the Court’s decision to the 9^th Circuit Court of Appeals. The appeal was denied in May 2015. The Pebble Partnership still holds the option to pursue its statutory authority case in the instance that EPA finalizes a pre-emptive regulatory action under the Clean Water Act 404(c). In September 2014, the Pebble Partnership initiated a second action against the EPA in federal district court in Alaska charging that the EPA violated the Federal Advisory Committee Act ("FACA"). In November 2014, the U.S. federal court judge in Alaska granted, in relation to the FACA case, the Pebble Partnership’s request for a preliminary injunction, which, although considered by the Company as a significant procedural milestone in the litigation, does not resolve the Pebble Partnership’s claims that the EPA Actions with respect to the Bristol Bay Assessment and subsequent 404(c) regulatory process, violated FACA. In June 2015, the EPA’s motion to dismiss the FACA case was rejected and as a result the FACA case is moving forward. The Company expects its legal rights will be upheld by the Court and that the Company will ultimately be able to apply for the necessary permits under NEPA. On October 14, 2014, the Pebble Partnership filed suit in the federal district court in Alaska charging that the EPA has violated the Freedom of Information Act by improperly withholding documents related to the Pebble Project, the Bristol Bay Watershed Assessment and consideration of a pre-emptive 404(c) veto under the Clean Water Act. The EPA has moved for summary judgment claiming that its search for and disclosure of documents was adequate. The Pebble Partnership has opposed the motion pointing out several deficiencies in the EPA’s search parameters and pointing out the agency’s overly broad assertion of the deliberative process privilege to withhold documents. On August 24, 2015, the U.S. federal court judge granted in part and deferred in part the EPA’s motion for summary judgement on the Freedom of Information Act ("FOIA") litigation. The court accepted the EPA’s position that it had made an adequate search for documents but left the matter open should the EPA not meet its obligations in the FACA litigation or if additional documents surface. Additionally, the judge ordered the EPA to produce a sample of 183 partially or fully withheld documents so that it could conduct an in camera review of the sample and test the merits of the EPA’s withholdings under the deliberative process privilege. Before producing this sample to the Court, the EPA chose to voluntarily release 115 documents (or 63% of the sample ordered by the Court), relinquishing its claim of privilege as to these documents. The parties are currently briefing the application of the deliberative process privilege with respect to the sample of documents.

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Notes to the table above:

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The Group anticipates that the adoption of IFRS 9 will have no material impact on its financial statements given the extent of its current use of financial instruments in the ordinary course of business.

The Group anticipates that the adoption of IFRS 15 is unlikely to have a material impact on its financial statements given the Company does not currently have contracts with customers in the ordinary course of business.

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The Group’s exploration and evaluation assets are comprised of the following:

Depreciation charged for the period is included in exploration and evaluation expenses in the statement of comprehensive loss.

The Group’s mineral property represents the Pebble Project and adjacent mineral claims, located in southwest Alaska, 19 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage. Mineral rights relating to the Pebble Project were acquired by the Group in 2001. In July 2007, the Group established the Pebble Limited Partnership (the "Pebble Partnership") to advance the Pebble Project toward the feasibility stage. The Group’s contribution to the Pebble Partnership was the Pebble Project. Until December 2013, the Pebble Partnership was under joint control and funded by the Group`s partner who provided approximately $595 million (US$573 million) in funding. The Group reacquired a 100% interest in the Pebble Partnership and control of the Pebble Project in December 2013.

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Each of the Company’s share purchase warrants ("Special Warrant") is convertible, without payment of any additional consideration by the holder, into one common share of the Company, either at the option of the holder or automatically within a maximum of a two year period from the issuance date.

The Special Warrants do not confer on their holders any right as a shareholder of the Company, including but not limited to any right to vote at any meeting of shareholders or any other proceedings of the Company, other than meetings by holders of Special Warrants, or any right to receive any dividend or other distribution.

During the nine months ended on September 30, 2015, the Group incurred a total of $1,225 in advisory, finders’, regulatory, and legal fees on the financing, of which $651 was incurred during the three months ended September 30, 2015.

Subsequent to the reporting period, on November 13, all the Special Warrants automatically exercised.

The following reconciles share purchase options ("Options") outstanding for the nine months ended September 30, 2015 and 2014:

For the Options granted during the nine month period ended on September 30, 2014, the weighted average fair value was estimated at $0.75 per option and was based on the Black-Scholes option pricing model using the following weighted average assumptions:

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The following table summarizes information about Options outstanding at September 30, 2015:

The foreign currency translation reserve represents accumulated exchange differences arising on the translation of the results and net assets of two of the Company’s subsidiaries – the Pebble Partnership and U5 Resources Inc. – from their functional currency (US dollar); to the Group’s reporting currency (Canadian dollar).

On August 31, 2015, the Company and Cannon Point Resources Ltd. (“Cannon Point”), a TSX-Venture Exchange listed company with approximately $4.7 in cash and cash equivalents, and with no other significant asset or active operations, entered into an arrangement agreement (the “Arrangement”) whereby the Company is to acquire 100% of the issued and outstanding equity securities of Cannon Point.

Subsequent to the reporting period, on October 29, 2015, the Arrangement was completed. Pursuant to the Arrangement, the Company acquired all issued and outstanding common shares of Cannon Point and issued 12,881,344 of its common shares to the former shareholders of Cannon Point, at an exchange ratio of 0.376 of a Northern Dynasty common share for each issued and outstanding common share of Cannon Point. Additionally, 8,375,000 share purchase warrants of Cannon Point were exchanged for 3,149,000 Northern Dynasty share purchase warrants, exercisable at a price of $2.13 per share on or before December 17, 2015, and 3,312,500 Cannon Point share options were exchanged for 1,245,500 Northern Dynasty share options with exercise prices ranging from $0.29 to $0.43 per share and weighted average remaining life of 2.56 years as of the date of closing of the Arrangement.

Pursuant to the Arrangement, Cannon Point provided the Group with a credit facility of $4,250 (the "Credit Facility") which was repayable on August 31, 2016, provided that if the Arrangement was terminated due to a breach by the Company, the Credit Facility would be repayable within 30 days from the date of termination along with accrued interest at a rate of 15% per annum. The Credit Facility was secured by a general security agreement and was fully drawn down on September 1, 2015. As of September 30, 2015, the Group had accrued interest of $53 on the Credit Facility.

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The acquisition of Cannon Point by the Company constitutes an asset acquisition for accounting purposes, as Cannon Point did not meet the definition of a business under IFRS 3, Business Combinations. After the reporting period, as Cannon Point has become a wholly-owned subsidiary of the Company, the Credit Facility and interest thereon will be eliminated upon consolidation as inter-company items and consolidated equity will increase as a result of the issuance of the Company’s common shares, warrants and share options as discussed above.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation (note 2(c)). Details of balances and transactions with other related parties are disclosed below:

The aggregate value of transactions with key management personnel, being directors and senior management including the Senior Vice President, Corporate Development, Vice President ("VP") Corporate Communications, VP, Engineering, VP, Public Affairs, Pebble Partnership Chief Executive Officer and VP, Public Affairs and Pebble Mines Corp. Chairman, for the three and nine months ended September 30, 2015 and 2014 was as follows:

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Hunter Dickinson Services Inc. ("HDSI"), a private company, provides geological, corporate development, administrative and management services to the Group and its subsidiaries at annually set rates pursuant to a management services agreement. HDSI also incurs third party costs on behalf of the Group which are reimbursed by the Group at cost. The Group may make pre-payments for services under terms of the services agreement. Several directors and other key management personnel of HDSI, who are close business associates, are also key management personnel of the Group.

The aggregate value of transactions with other related parties for the three and nine months ended September 30, 2015 and 2014 were as follows:

The calculation of basic and diluted loss per share was based on the following for the three and nine months ended September 30, 2015 and 2014:

Due to their mandatory conversion requirements with no additional payments, Special Warrants (note 7(b)) are included in the calculation of basic loss per share. Diluted loss per share does not include the effect of the 6,167,100 share purchase options outstanding (note 7(c)) as they are anti-dilutive.

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The amount of salaries and benefits included in expenses for the three and nine months ended September 30, 2015 and 2014 are as follows:

The Group has the following commitments as of September 30, 2015:

The Group has a sub-lease agreement in respect of a portion of the Anchorage office space subject to the operating lease for an average annual rent of approximately US$218,000 ($291). The term of the sub-lease expires on October 31, 2016.

As a result of a recent ruling from the Alaska Supreme Court ("Court"), in which the Court in the appeal case reversed a decision of a lower court and remanded the case back to the lower court, the Group, through the Pebble Partnership, has a contingent liability for its share of the award of attorneys' fees and other amounts that the lower court may impose. The Group is unable to estimate reliably the total amount of these costs as no claim has been lodged with the lower court.

The Group, through the Pebble Partnership, is advancing its multi-dimensional strategy to address the EPA’s preemptive regulatory process under Section 404(c) of the Clean Water Act, through litigation against the EPA contesting the EPA’s statutory authority to act pre-emptively under the Clean Water Act, and alleging violation of FACA and the unlawful withholding of documentation under the Freedom of Information Act. The Group has a contingent liability for additional legal fees and costs that may be due to the Group’s counsel should the Group be successful in its litigation against the EPA. However, the Group is unable to estimate reliably the total amount of such costs, due to the timing or the length of time that each of the legal initiatives mentioned above will take to advance to specific milestone events or final conclusion.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

Table of Contents

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited interim financial statements ("Interim Financial Statements") for the three and nine months ended September 30, 2015 and the audited consolidated financial statements and MD&A of Northern Dynasty Minerals Ltd. ("Northern Dynasty" or the "Company") for the year ended December 31, 2014 as publicly filed under the Company’s profile on SEDAR at www.sedar.com.

The Company reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee (together, "IFRS"). The following disclosure and associated Financial Statements are presented in accordance with IFRS. This MD&A is prepared as of November 13, 2015. All dollar amounts herein are expressed in Canadian dollars, unless otherwise specified.

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Northern Dynasty is a mineral exploration company which, via its subsidiaries, holds a 100% interest in mining claims on State of Alaska land in southwest Alaska, USA ("US") that are part of or in the vicinity of the Pebble Copper-Gold-Molybdenum Project (the "Pebble Project" or “Pebble”).

The Pebble Project is an initiative to develop one of the world’s most important mineral resources when measured by aggregate contained metals. Current mineral resources in the Pebble deposit at a 0.30% copper equivalent (CuEQ)¹ cut-off grade comprise:

Mineralization indicating the presence of the Pebble deposit was discovered by a prior operator in 1987, and by 1997 an initial outline of the copper, gold and molybdenum deposit had been identified. Northern Dynasty acquired the right to earn an interest in the Pebble property in 2001. Exploration since that time has led to significant expansion of the Pebble deposit, including the discovery of a substantial volume of higher grade mineralization in the eastern part of the deposit. Comprehensive deposit delineation, environmental, socioeconomic and engineering studies of the Pebble deposit began in 2004.

A number of other occurrences of copper, gold and molybdenum have been identified along the extensive northeast-trending mineralized system that underlies the property. The potential of these earlier stage prospects has not yet been fully explored.

Some $802 million has been invested to advance the Pebble Project since 2001, of which approximately $595 million (US$573 million) was provided by a wholly-owned subsidiary of Anglo American plc that participated in the Pebble Limited Partnership (the "Pebble Partnership") from 2007 to 2013², and the remainder was financed by Northern Dynasty.

^{_______________________________________
1} For additional details, see section 1.2.1 below.
² During the period 2007 to 2013, the Pebble Partnership expended several hundred million dollars on the Pebble Project, a major portion of which was spent on exploration programs, resource estimates, environmental data collection and technical studies, with a significant portion spent on engineering of various possible mine development models, as well as related infrastructure, power and transportation systems. As a consequence of several factors, including the EPA’s CWA 404(c) regulatory action with respect to the Pebble Project, the withdrawal of Anglo American plc from the project and the passage of time, technical and engineering studies related to mine-site and infrastructure development are considered to have very uncertain and perhaps little value at this time. Environmental baseline studies and data collection remains a significant legacy asset of the Company from this period.

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In February 2014, the US Environmental Protection Agency (the "EPA") announced the initiation of a regulatory action under the Clean Water Act to consider restriction or a prohibition on mining activities associated with the Pebble deposit. The Company’s efforts since that time have been focused around providing information and responses to this action through the Pebble Partnership.

In 2015, the Company is:

The Cohen Group Report

One of the initiatives in the Company’s multi-prong strategy has involved the commissioning of an independent third party review of the EPA’s action by The Cohen Group. Subsequent to the end of the quarter on October 6, 2015, The Cohen Group released the report of its findings entitled, ‘Report of an Independent Review of the United States Environmental Protection Agency’s Actions in Connection With Its Evaluation of Potential Mining In Alaska’s Bristol Bay Watershed’, prepared by a team of independent investigators employed by The Cohen Group and law firm DLA Piper over a period of approximately one year.

Cohen states: "The decision about whether to build a mine in this area, as well as the process used to make such a decision, is very important to Alaska’s environment, economy, people, fish and wildlife. It requires regulatory authority to be exercised in the fairest way possible. After a very thorough review, I do not believe EPA used the fairest and most appropriate process."

Cohen concludes by encouraging US lawmakers to consider taking action to ensure that all major development projects in the US, including Pebble, are evaluated through NEPA permitting process. “This process, which entails compliance with NEPA and other regulatory requirements, an environmental impact statement, and input from EPA, other relevant agencies, and the State of Alaska, will supply the gaps in information which the Bristol Bay Watershed Assessment left outstanding. This decision is too important to be made with anything less than the best and most comprehensive information available.”

Financing

In August 2015, Northern Dynasty announced that it would seek to raise up to $20 million through a combination of an equity financing through the issuance of share purchase warrants ("Special Warrants") and the purchase of the TSX Venture listed entity, Cannon Point Resources Ltd. ("Cannon Point"), whose primary asset is cash of $4.7 million. By September 10, 2015, the Company had closed the Special Warrant portion of the financing, raising over $15 million.

The acquisition of Cannon Point closed on October 29, 2015. In conjunction with the transaction with Cannon Point, Mr. Gordon Keep has been appointed to Northern Dynasty’s board of directors.

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Also subsequent to the end of the quarter on October 8, 2015, Northern Dynasty announced that it intends to acquire TSX Venture listed company, Mission Gold Ltd., whose primary assets are approximately $9 million in cash and a 100% interest in a titanium project (which has to be sold to a third party on terms acceptable to the Company prior to, and as a condition of, closing of the acquisition).

Further details of the recent financings are provided in 1.2.2.

Corporate

At September 30, 2015, Northern Dynasty had $12.6 million in cash and cash equivalents available for its operating requirements. The Company has prioritized the allocation of the available financial resources in order to meet key corporate and Pebble Project expenditure requirements in the near term. The Company continues to seek additional financing in order to progress any material programs. Additional financing may include any of or a combination of, debt, equity and/or contributions from possible new Pebble Project participants as well as the acquisition of entities whose primary asset is cash (refer to the recent financings in 1.2.2).

There can be no assurances that the Company will be successful in obtaining additional financing. If the Company is unable to raise the necessary capital resources to meet obligations as they come due, the Company will at some point have to reduce or curtail its operations.

The Pebble property ("Pebble") is located in southwest Alaska, approximately 17 miles (27 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage. The property consists of 2,402 mineral claims. Situated approximately 1,000 feet above sea-level and 65 miles from tidewater on Cook Inlet, the site conditions are favorable for sound mine site and infrastructure development.

In early 2015, a Technical Report, written in accordance with National Instrument ("NI") 43-101 (the "2014 Technical Report") was completed to document information on the current mineral resources and metallurgy for the project. The technical report, entitled "2014 Technical Report on the Pebble Project, Southwest Alaska, USA," effective date December 31, 2014 and authored by J. David Gaunt, P.Geo., James Lang, P.Geo., Eric Titley, P.Geo., and Ting Lu, P.Eng., is filed under the Company’s profile at www.sedar.com.

Mineral Resources

The current estimate of the mineral resources in the Pebble deposit incorporated in the 2014 Technical Report is based on drilling to the end of 2013, and includes approximately 59,000 assays obtained from 699 drill holes. The resource was estimated using ordinary kriging by David Gaunt, P.Geo., a qualified person who is not independent of Northern Dynasty.

The mineral resource tabulation, as shown below, uses copper equivalency that incorporates the contribution of copper, gold and molybdenum. Although the estimate includes silver, it was not used as part of the copper equivalency calculation in order to facilitate comparison with previous estimates which did not consider the silver content or its potential economic contribution. A base case cut-off of 0.3% CuEq is highlighted.

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Pebble Project Mineral Resources

Notes to above table:

These resource estimates have been prepared in accordance with NI 43-101 and the CIM Definition Standards. Inferred Mineral Resources are considered to be too speculative to allow the application of technical and economic parameters to support mine planning and evaluation of the economic viability of the project. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except for Preliminary Economic Assessments as defined under 43-101. It cannot be assumed that all or any part of the Inferred Resources will ever be upgraded to a higher category.

Copper equivalent calculations used metal prices of $1.85/lb for copper, $902/oz for gold and $12.50/lb for molybdenum, and recoveries of 85% for copper 69.6% for gold, and 77.8% for molybdenum in the Pebble West zone and 89.3% for copper, 76.8% for gold, 83.7% for molybdenum in the Pebble East zone.

Contained metal calculations are based on 100% recoveries.

A 0.30% CuEQ cut-off is considered to be appropriate for porphyry deposit open pit mining operations in the Americas.

All mineral resource estimates, cut-offs and metallurgical recoveries are subject to change as a consequence of more detailed economic analyses that would be required in pre-feasibility and feasibility studies.

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The resource estimate is constrained by a conceptual pit that was developed using a Lerchs-Grossman algorithm and is based on the parameters set out below:

Environmental and Socioeconomic

Environmental Baseline Studies

Extensive environmental baseline data collection was initiated in 2004, with close and ongoing attention given to designing and planning a project that protects clean water, healthy fish and wildlife populations and other natural resources in the region.

In January 2012, the Pebble Partnership publicly released the 27,000-page Environmental Baseline Document ("EBD") for the Pebble Project, characterizing a broad range of environmental and social conditions in southwest Alaska – including climate, water quality, wetlands, fish and aquatic habitat, wildlife, land and water use, socioeconomics and subsistence activities. The purpose of the EBD is to provide the public, regulatory agencies and the Pebble Partnership with a detailed compendium of pre-development environmental and socioeconomic conditions in the project area. Research for the Pebble EBD was conducted by more than 40 respected independent research firms, utilizing over 100 scientific experts and engineering groups, laboratories and support services. Researchers were selected for their specific areas of expertise and Alaskan experience, with cooperating government agencies participating in several studies. Information for the EBD was gathered through field studies, laboratory tests, review of government records and other third-party sources, and interviews with Alaska residents. The EBD study is available at www.pebbleresearch.com.

The Pebble Partnership facilitated a four-day workshop with federal and state regulatory agencies in January 2012 to present the EBD findings. The workshop was broadcast publicly via the Internet. A series of public presentations was also coordinated in more than 20 communities throughout southwest Alaska and elsewhere around the State to present the EBD findings. Public and expert review of the EBD was facilitated under the Keystone initiative³.

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Environmental baseline data reports through 2014 are being integrated with the database from the EBD so that this information can be shared with state/federal agencies and the public as part of the future permitting process under NEPA. Environmental monitoring at reduced levels continues in 2015.

Community Engagement

An active program of stakeholder outreach has also been undertaken at Pebble, and has included community meetings, stakeholder visits, presentations and event appearances, as well as stakeholder tours to the Pebble Project site and to operating mines in the United States and Canada. The focus of these outreach activities is to update stakeholders on the Pebble Project, to receive feedback on stakeholder priorities and concerns and to advise participants about modern mining practices.

Stakeholder outreach and community engagement is ongoing, although at a reduced scale commensurate with other project activities. As the Pebble Project advances toward the completion of a Project Description and preparation for project permitting under NEPA, it is expected that the Pebble Partnership will initiate further stakeholder engagement programs to involve stakeholders in the planning process.

Environmental Protection Agency and Bristol Bay Watershed Assessment

In February 2011, the EPA announced it would undertake a Bristol Bay Watershed Assessment study focusing on the potential effects of large-scale mine development in Bristol Bay and, specifically the Nushagak and Kvichak area drainages. This process was ostensibly initiated in response to calls from persons and groups opposing the Pebble Project for the EPA to pre-emptively use its asserted authority under Section 404(c) of the U.S. Clean Water Act (the "Clean Water Act") to prohibit discharges of dredged or fill material in waters of the US within these drainages; however, evidence exists that the EPA may have been considering a Section 404(c) veto of the Pebble Project at least as far back as 2008 – two years before it received a petition from several Alaska Native tribes.

The EPA’s first draft Bristol Bay Watershed Assessment ("BBWA") report was released on May 18, 2012. In the Company’s opinion after review with its consultants, the draft report is a fundamentally flawed document. By the EPA’s own admission, it evaluated the effects of a "hypothetical project" that has neither been defined nor proposed by the Pebble Partnership, and for which key environmental mitigation strategies have not yet been developed and, hence would not yet be known. It is believed by the Company that the assessment was rushed – because it was based on studies conducted over only one year in an area of 20,000 square miles. In comparison, the Pebble Project has studied the ecological and social environment surrounding Pebble for nearly a decade. The EPA also failed to adequately consider the comprehensive and detailed data that the Pebble Partnership provided as part of its 27,000-page Environmental Baseline Document (further described under Environmental Baseline Studies above).

The EPA called for public comment on the quality and sufficiency of scientific information presented in the draft BBWA report. In response, the Pebble Partnership and Northern Dynasty made submissions on the draft report. Northern Dynasty made a presentation highlighting these shortcomings at public hearings held in Seattle, Washington, on May 31, 2012 and in Anchorage, Alaska, on August 7, 2012. In July 2012, the Company also submitted a 635-page critique of the draft report in response to the EPA’s call for public comment, and has called upon the EPA to cease such unwarranted actions until such time as a definitive proposal for the development of the Pebble deposit is submitted into the rigorous NEPA permitting process.

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³ An independent stakeholder dialogue process concerning the Pebble Project initiated in late 2010 by the Keystone Center – a non-profit organization specializing in facilitating stakeholder-driven consultation processes concerning contentious, science-based issues.

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Concerns about the reasonableness of the basis of risk assessment in the draft EPA report were stated by many of the independent experts on the peer review panel assembled to review the BBWA, as summarized, in a report entitled "External Peer Review of EPA's Draft Document: An Assessment of Potential Mining Impacts on Salmon Ecosystems of Bristol Bay, Alaska" released in November 2012. In a wide-ranging critique of the draft report's methodology and findings, many peer review panellists called the EPA's effort to evaluate the effects of a "hypothetical mining scenario" on the water, fish, wildlife and cultural resources of Southwest Alaska "inadequate", "premature", "unreasonable", “suspect" and "misleading". A list of these peer review documents can be found on the Company’s website.

On April 26, 2013, the EPA released a revised draft of the BBWA report and announced another public comment and Peer Review period. The Pebble Partnership and Northern Dynasty made submissions on the revised draft. In late May 2013, Northern Dynasty filed a 205-page submission which describes the same major shortcomings as the original report published in May 2012.

In mid-January 2014, the EPA released the final version of its BBWA. The report still reflects many of the same fundamental shortcomings as previous drafts.

On February 28, 2014, the EPA announced the initiation of a regulatory action under Section 404(c) of the Clean Water Act to consider restriction or a prohibition on mining activities associated with the Pebble deposit in order to protect aquatic resources in southwest Alaska. In late April 2014, the Pebble Partnership submitted a comprehensive response to the EPA’s February 28, 2014 notification letter.

In late May 2014, the Pebble Partnership filed suit in the U.S. District Court for Alaska and sought an injunction to halt the regulatory action initiated by the EPA under the Clean Water Act, asserting that, in the absence of a permit application, the action exceeds the federal agency’s statutory authority and violates the Alaska Statehood Act among other federal laws. The State of Alaska and Alaska Peninsula Corporation, an Alaska Native village corporation with extensive land holdings in the Pebble Project area, later joined in the Pebble Partnership’s lawsuit against the EPA as co-plaintiffs. On September 26, 2014, U.S. federal court in Alaska granted the EPA’s motion to dismiss the case. This ruling did not judge the merits of the statutory authority case, it only deferred that hearing and judgment until after a final Section 404(c) determination has been made by the EPA. If or when the EPA action is deemed "final", the Pebble Partnership will pursue the underlying case. The Company also appealed the decision to grant the motion to dismiss to the 9th Circuit Court of Appeals. This appeal was denied in May 2015. The Pebble Partnership still holds the option to pursue its statutory authority case in the instance that EPA finalizes a pre-emptive regulatory action under the Clean Water Act 404(c).

On July 18, 2014, EPA Region 10 announced a "Proposed Determination" to restrict the discharge of dredged or fill material associated with mining the Pebble deposit in a 268 square mile area should that disposal result in any of the following: loss of five or more miles of streams with documented salmon occurrence; loss of 19 or more miles of streams where salmon are not documented but that are tributaries of streams with documented salmon occurrence; the loss of 1,100 or more acres of wetlands, lakes, and ponds that connect with streams with documented salmon occurrence or tributaries of those streams; and stream flow alterations greater than 20 percent of daily flow in nine or more linear miles of streams with documented salmon occurrence. Northern Dynasty management does not accept that the EPA has the statutory authority to impose conditions on development at Pebble, or any development project anywhere in Alaska or the US, prior to the formal submission of a development plan and its thorough review by federal and state agencies including development of an Environmental Impact Statement ("EIS") and review under NEPA.

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On September 19, 2014, the Pebble Partnership submitted a comprehensive legal and technical response to EPA Region 10’s Proposed Determination. Northern Dynasty and the Pebble Partnership believe the Proposed Determination is unsupported by the administrative record as established by the Bristol Bay Watershed Assessment, and is therefore arbitrary and capricious.

On September 3, 2014, the Pebble Partnership initiated a second action against EPA in federal district court in Alaska charging that EPA violated the Federal Advisory Committee Act ("FACA") due to its close interactions with, and the undue influence of Environmental Non-Governmental Organizations and anti-mining activists in developing the Bristol Bay Watershed Assessment, and with respect to its unprecedented pre-emptive 404c regulatory action under the Clean Water Act. On September 24, 2014, the U.S. federal court judge in Alaska released an order recognizing that the EPA agreed not to take the next step to advance its 404c regulatory action with respect to southwest Alaska’s Pebble Project until at least January 2, 2015.

On November 24, 2014, a U.S. federal court judge in Alaska granted the Pebble Partnership’s request for a preliminary injunction in relation to the FACA case. While the preliminary injunction does not resolve the Pebble Partnership’s claims that the EPA actions with respect to the Bristol Bay Watershed Assessment and subsequent 404c regulatory action violated FACA, the decision permits the further discovery process of the underlying facts to enable the court to issue a final decision on the merits of the FACA case. On June 4, 2015, the federal court in Alaska issued an order denying the EPA’s motion to dismiss this case.

Discovery has now commenced in the FACA case. The Pebble Partnership has filed requests for production of documents and notices of dispositions for EPA employees and relevant third parties. Should the Pebble Partnership prevail in its FACA litigation against the EPA, the federal agency may be unable to rely upon the Bristol Bay Watershed Assessment as part of the administrative record for any regulatory action at the Pebble Project.

On October 14, 2014, the Pebble Partnership filed suit in federal district court in Alaska charging that EPA has violated the Freedom of Information Act by improperly withholding documents related to the Pebble Project, the Bristol Bay Watershed Assessment and consideration of a pre-emptive 404(c) veto under the Clean Water Act. The EPA moved for summary judgment claiming that its search for and disclosure of document was adequate. The Pebble Partnership opposed the government’s motion, pointing out several deficiencies in the EPA’s search parameters and the agency’s overly broad assertion of the deliberative process privilege to withhold documents. On August 24, 2015, the U.S. federal court judge granted in part and deferred in part the EPA’s motion for summary judgement on the Freedom of Information Act ("FOIA") litigation. The court accepted the EPA’s position that it had made an adequate search for documents but left the matter open should the EPA not meet its obligations in the FACA litigation or if additional documents surface. Additionally, the judge ordered the EPA to produce a sample of 183 partially or fully withheld documents so that it could conduct an in camera review of the sample and test the merits of the EPA’s withholdings under the deliberative process privilege. Before producing this sample to the Court, the EPA chose to voluntarily release 115 documents (or 63% of the sample ordered by the Court), relinquishing its claim of privilege as to these documents. The parties are currently briefing the application of the deliberative process privilege with respect to the sample of documents.

Counsel for Northern Dynasty and the Pebble Partnership has submitted numerous letters to the independent Office of the EPA Inspector General ("IG") since January 2014 raising concerns of apprehension of bias, process irregularities and undue influence by environmental organizations in the EPA's preparation of the Bristol Bay Watershed Assessment. In response to Congressional and other requests, on May 2, 2014, the IG’s office announced that it would investigate the EPA’s conduct in preparing ‘An Assessment of Potential Mining Impacts on Salmon Ecosystems of Bristol Bay, Alaska’. A team of IG investigators was assigned "to determine whether the EPA adhered to laws, regulations, policies and procedures in developing its assessment of potential mining impacts in Bristol Bay, Alaska."

On March 24, 2015, it was announced that former United States Defense Secretary William S. Cohen and his firm, The Cohen Group, assisted by the law firm DLA Piper, had been retained by the Pebble Partnership to conduct an independent review of whether the EPA acted fairly in connection with its evaluation of potential mining in the Bristol Bay watershed. Secretary Cohen was requested to evaluate the fairness of EPA's actions and decisions in this matter based upon a thorough assessment of the facts and relying on his experience as a senior government official as well as his 24 years as a member of the U.S. Senate and House of Representatives.

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A team of independent investigators employed by The Cohen Group and DLA Piper reviewed thousands of documents secured through FOIA requests and interviewed approximately 60 individuals involved with the EPA or its review of the Pebble Project. On October 6, 2015, Mr. Cohen released his report entitled "Report of an Independent Review of the United States Environmental Protection Agency’s Actions in Connection with its Evaluation of Potential Mining in Alaska’s Bristol Bay Watershed." The report stated the conclusion of Mr. Cohen that he did not believe the EPA used the "fairest and most appropriate process" in its proposed preemptive regulatory action under the Clean Water Act 404(c).

Mr. Cohen urged policymakers to require that the permitting process under NEPA and the regulations developed by the Council on Environmental Quality (the "Permit/NEPA Process") be followed. The Permit/NEPA Process, which entails compliance with NEPA and other regulatory requirements, an environmental impact assessment and input from the EPA, other relevant agencies and the State of Alaska, and will supply the gaps in information which the BBWA left outstanding. Mr. Cohen commented that the Permit/NEPA Process is more comprehensive than the pre-emptive Section 404(c) action employed by the EPA and he could find no valid reason why that process was not used.

The Cohen report raised a number of concerns about the EPA’s Bristol Bay Watershed Assessment study and the Clean Water Act 404(c) regulatory action, including possible prejudice regarding the outcome of the action by the EPA, inappropriately close relationships between certain EPA officials and anti-mine advocates, EPA’s candor with respect to certain actions it took, lack of consistency between the BBWA and the proposed determination, and lack of cooperation by EPA personnel with respect to Congressional queries and FOIA requests.

Northern Dynasty does not consider the Cohen report to constitute an "expert’s" report but rather considers it to constitute an informed view of the Company’s treatment by the EPA expressed by a person familiar with governmental due process goals. Mr. Cohen has appeared before a Congressional committee (House Committee on Science, Space and Technology) with respect to the findings in his report and if given the opportunity may appear before other committees in the months ahead.

In summary, the Pebble Partnership is advancing a multi-dimensional strategy to address the EPA’s preemptive regulatory action under Section 404(c) of the Clean Water Act, and is working to position the Pebble Project to initiate federal and state permitting under NEPA unencumbered by any extraordinary development restrictions imposed by the federal agency. This strategy includes three discrete pieces of litigation against the EPA, including:

While the litigation process is inherently uncertain, and it is difficult to predict with confidence the length of time that each of the legal initiatives described above will take to advance to specific milestone events or final conclusion, Northern Dynasty expects:

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Northern Dynasty cannot predict the outcome of its various challenges to what it sees as improper pre-emptory attempts by the EPA to prevent or unduly restrict mineral development at Pebble. If these challenges all fail and EPA continues to oppose the Pebble Project by all legal means, it will almost certainly have a material adverse effect on the Company.

Nunamta Aulukestai

In October 2011, a lawsuit filed in July 2009 by the Trustees for Alaska (an environmental law firm) on behalf of Nunamta Aulukestai – an organization established and funded to oppose development of the Pebble Project - was rejected by the Anchorage Superior Court. The lawsuit alleged that the Alaska Department of Natural Resources had violated the state constitution by granting exploration and temporary water use permits to the Pebble Partnership, and exploration activities had caused harm to vegetation, water, fish and wildlife. The Pebble Partnership actively participated in the trial proceedings after being granted intervener status. Superior Court Judge Aarseth denied each of the allegations made by Nunamta Aulukestai, and ruled that no evidence of environmental harm was presented. The plaintiffs filed an appeal and a ruling was made on May 29, 2015. The Alaska Supreme Court agreed that there was no evidence of environmental damage but ruled that the land use permits conveyed an interest in land and, as such should have been preceded by public notice. The decision does not change the status of current permits held by the Pebble Partnership, although drilling permits applied for in future may necessitate additional public notice and comment requirements. In August 2015, the Supreme Court ruled in the appeal case that the Alaska Department of Natural Resources and the Pebble Partnership were jointly and severally liable for plaintiff’s attorney fees in the amount of US$57,082. The case has been remanded back to the trial court, where there will be further litigation about the potential award of the plaintiff’s attorney’s fees for the trial court portion of the litigation.

December 2014 Special Warrants - $15.5 Million Financing

On December 29, 2014, the Company announced the terms of an offering of its Special Warrants and subsequently, on January 13, 2015, it closed the offering, raising a total of approximately $15.5 million from the sale of 35,962,735 Special Warrants. All special warrants have been exercised and a total of 35,962,735 of the Company’s common shares (“Common Shares”) have been issued. The issuance of the Common Shares was qualified by the Company’s short-form prospectus dated February 24, 2015.

August 2015 Financing

In August 2015, Northern Dynasty announced that it intends to raise up to $20 million through a combination of an issuance of $10-$15 million worth of Special Warrants, exercisable into Common Shares on a one for one basis, at a price of $0.399 per special warrant (the "August 2015 Special Warrants"), together with the acquisition of 100% of Cannon Point Resources Ltd. ("Cannon Point"), a TSX Venture listed entity, whose primary asset is cash of $4.7 million.

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August 2015 Special Warrants – $15 Million Financing

On August 10, 2015, the Company announced the terms of the Offering and on August 31, 2015 and September 10, 2015 that it had closed the Offering, raising a total of approximately $15 million from the sale of 37,600,000 Special Warrants.

Under the terms of issuance of the August 2015 Special Warrants, the Company filed a short-form prospectus in certain Canadian provinces to qualify the conversion of the August 2015 Special Warrants and a registration statement in the United States to qualify the resale of Common Shares by U.S. investors. The Company received a final receipt for the short-form prospectus from the relevant Canadian securities regulators and all the August 2015 Special Warrants automatically exercised on November 13, 2015 into Common Shares on a one-for-one basis without payment of any additional consideration.

Acquisition of dormant listed issuer (Cannon Point) with $4.7 million in cash

On August 31, 2015, the Company entered into an arrangement agreement (the “Arrangement”) with Cannon Point whereby the Company would acquire 100% of the issued and outstanding Cannon Point shares. Cannon Point, a TSX-Venture listed company, had approximately $4.7 million in cash and had no other significant asset and/or active operations as of the date of the Arrangement.

The transaction closed on October 29, 2015. Pursuant to the Arrangement, Northern Dynasty issued an aggregate of 12,881,344 Common Shares to the former shareholders of Cannon Point (0.376 of a Northern Dynasty common share for each issued Cannon Point common share). In addition, 8,375,000 share purchase warrants of Cannon Point were exchanged for 3,149,000 share purchase warrants of Northern Dynasty exercisable at a price of $2.13 per share on or before December 17, 2015, and 3,312,500 stock options of Cannon Point were exchanged for 1,245,500 stock options of Northern Dynasty with exercise prices ranging from $0.29 to $0.43 per share. All such options will expire on January 29, 2016, with the exception of an aggregate of 676,800 options which will retain their original expiry date. The weighted average expected life of the options is 2.56 years.

Planned acquisition of listed issuer (Mission Gold Ltd.) with approximately $9 million in cash

Subsequent to the end of the third quarter, on October 8, 2015, the Company announced that it intends to acquire 100% of approximately 50.5 million issued and outstanding common shares of the TSX Venture Exchange-listed Mission Gold Ltd. ("Mission Gold"), whose primary assets are approximately $9 million in cash and a 100% interest in the Alto Parana titanium project (which has to be sold to a third party on terms acceptable to the Company prior to, and as a condition of, closing of the acquisition).

On November 2, 2015, the Company announced that it had signed a definitive agreement with Mission Gold (the "Arrangement Agreement"). The transaction will be implemented by way of a statutory plan of arrangement. Each common share of Mission Gold will be exchanged for 0.55 of a Northern Dynasty common share, subject to adjustment in the event that Mission Gold’s working capital is less than an agreed minimum amount. Each of approximately 16.7 million outstanding Mission Gold warrants will be exchanged pursuant to the plan of arrangement for a warrant to acquire one Northern Dynasty common share at an exercise price increased to 110% of the applicable existing Mission Gold warrant exercise price and having the same expiry date as the original warrant term. One nominee of Mission Gold will be appointed to the board of directors of Northern Dynasty at closing.

As part of the transaction, Mission Gold has made a secured loan facility of up to $8.4 million available to Northern Dynasty. The facility has a term of six months, provided that if the Arrangement Agreement is terminated due to a breach by Northern Dynasty, the facility will be repayable 30 days from the date of termination along with accrued interest at a rate of 15% per annum. On November 4, 2015, the Company drew down an initial advance of $2,000,000 under the facility.

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Northern Dynasty has also entered into standard lock-up agreements with certain security holders of Mission Gold, including with holders of approximately 49% of the outstanding Common Shares of Mission Gold to vote in favour of the Transaction.

The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Mission Gold, subject to customary "fiduciary out" provisions that entitle Mission Gold to consider and accept a superior proposal, a right in favour of Northern Dynasty to match any superior proposal and, in certain circumstances, the payment of a termination fee.

The Transaction is subject to the approval of the TSX Venture Exchange on the part of Mission Gold and the TSX and NYSE MKT on the part of Northern Dynasty, required approvals of the court and the Mission Gold security holders, the execution of a binding agreement for the sale of Mission Gold’s Alto Parana titanium project prior to closing of the Transaction, and other customary closing conditions.

The Transaction is not subject to Northern Dynasty shareholder approval. It is expected to close within 120 days of the October 8, 2015, announcement; however, given that a number of the conditions are beyond the Company’s control, there can be no certainty of completion at this time.

Copper prices increased from early 2009 until late 2011. From that time, prices have been variable and weakened overall. The recent closing price is US$2.19/lb.

The average annual gold price steadily increased from 2008 to 2012. Gold prices trended lower in 2013, and have been variable but weakening overall in 2014 and 2015. The recent closing price is US$1,082/oz.

Molybdenum prices were variable, but improving in 2010 and 2011, variable in 2013, and then began an uptrend that extended through the end of June 2014. Prices have, largely, been on a downtrend since that time with a recent closing price of US$4.99/lb.

An upward trend in silver prices began in 2010, and continued to late September 2011; prices reached as high as $43/oz in 2011, resulting in the highest average annual price since 2008. Prices ranged between $26/oz and $35/oz between October 2011 and December 2012, and trended downward in 2013. Silver prices have been variable in 2014 and 2015, with an overall decrease in the average price. The recent closing price is US$14.39/oz.

Average annual prices since 2010 as well as the average prices of copper, gold, molybdenum and silver so far in 2015 are shown in the table below:

Source: LME Official Cash Price as provided at www.metalprices.com

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Not required for interim MD&A.

All monetary amounts are expressed in thousands of dollars except per share amounts and where otherwise indicated. Minor differences are due to rounding.

Discussion of Quarterly Trends

Since late Q3 of 2013, the Company has funded 100% of evaluation work on the Pebble Project following the withdrawal of the project partner. Exploration and evaluation expenses ("E&E") included costs for Native community engagement, select environmental monitoring programs, annual fees for claims (in Q4 of 2014), site leases for accommodation, land access agreements and technical studies, some of which were incurred at the beginning of the respective year.

General and administrative expenses ("G&A"), which exclude legal, accounting and audit expenses as per the revised presentation of the statement of loss and comprehensive loss adopted by the Company in fiscal year 2015, have fluctuated based on the level of corporate activities undertaken. As a result of the added costs associated with the management and administration of the Pebble Partnership, G&A trended higher initially in 2014 then declined to a quarterly average of approximately $1.7 million in Q1 and Q2 of 2015. In Q3 2015, the G&A increased mainly due to the recognition of arrear directors fees and a bonus commitment.

Legal, accounting and audit expenses are comprised primarily of legal costs incurred by the Group in response to the EPA’s activities surrounding the Pebble Project and have fluctuated in line with ongoing activities to advance the Company’s multi-dimensional strategy to address the EPA’s pre-emptive regulatory process as discussed in Section 1.2.1.2 Legal Matters.

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Share-based compensation expense ("SBC") has fluctuated due to the timing of share purchase option grants and the vesting periods associated with these grants. In 2014, the Company issued share purchase options and accordingly recognized SBC on grant date and over the vesting periods for share purchase options. There were no grants of options in the first three quarters in 2015.

The following financial data has been prepared in accordance with IFRS effective for the period ended September 30, 2015.

The Company’s operations and business are not driven by seasonal trends, but rather are driven towards the achievement of project milestones relating to the Pebble Project such as the achievement of various technical, environmental, socio-economic and legal objectives, including obtaining the necessary permits, the completion of pre-feasibility and final feasibility studies, preparation of engineering designs, as well as receipt of financings to fund these objectives along with mine construction.

The Company recorded an increase in loss of $3.3 million to $9.4 million from a loss of $6.1 million in 2014.

E&E decreased by $0.7 million as the Company prioritized the allocation of available financial resources in order to meet key corporate and Pebble Project expenditure requirements relating to ongoing activities around the EPA’s initiatives as discussed in Section 1.2.1.2 Legal Matters. E&E activities during the quarter included Native community engagement, environmental monitoring and site leases for accommodation.

The following table provides a breakdown of E&E incurred during the period:

G&A excluding legal, accounting and audit slightly increased $1.0 million to $3.1 million due primarily to the recognition of arrear directors’ fees for period and a 2014 bonus commitment. Legal, accounting and audit costs increased by $2.5 million due primarily to increased legal costs incurred as the Company, through the Pebble Partnership, advances key legal objectives to address the EPA’s pre-emptive regulatory process (see Section 1.2.1.2 Legal Matters).

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The following table provides a breakdown of G&A incurred during the period:

SBC decreased to $ 33,000 from $0.5 million in 2014 as the Company did not grant any options in the current period (2014 – 0.2 million options were granted).

The Company recorded a loss of $21.4 million, the same as it recorded for 2014.

E&E decreased by $4.1 million as the Company prioritized the allocation of available financial resources in order to meet key corporate and Pebble Project expenditure requirements relating to ongoing activities around the EPA’s initiatives as discussed in Section 1.2.1.2 Legal Matters. E&E activities as such for the period included Native community engagement, environmental monitoring and site leases for accommodation.

The following table provides a breakdown of E&E incurred during the period:

G&A, excluding legal, accounting and audit, decreased by $0.4 million due to the Company reducing office costs and consulting. Legal, accounting and audit increased by $7.3 million due primarily to increased legal costs incurred as the Company, through the Pebble Partnership, advances key legal objectives to address the EPA’s pre-emptive regulatory process (see Section 1.2.1.2 Legal Matters).

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The following table provides a breakdown of G&A incurred during the period:

SBC decreased by $2.9 million as the Company did not grant any options in the current period (2014 – 5.9 million options were granted).

The Company's major sources of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions and the issue of common shares pursuant to the exercise of share purchase options. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

As at September 30, 2015, the Company’s cash and cash equivalents were $12.6 million as compared to $9.5 million at December 31, 2014. The Company used $18.8 million of its cash in its operating activities (see Section 1.5.1) and raised $17.7 million from the special warrant financings that closed in January, August and September 2015 (see Section 1.2.2 Financings). The Company received a loan advance of $4.25 million from Canon Point in terms of the credit facility provided by Cannon Point (see Section 1.2.2 Financings). The Company has prioritized the allocation of these funds to meet key corporate and Pebble Project expenditure requirements to January 2016. Additional financing will be required in order to progress any material expenditures at the Pebble Project in 2016. The Company has signed a definitive agreement with Mission Gold whereby the Company is to acquire Mission Gold, which has approximately $9 million in cash (see Section 1.2.2 Financings). There can be no assurances that the Company will be successful in obtaining additional financing. If the Company is unable to raise the necessary capital resources to meet obligations as they come due, the Company will at some point have to reduce or curtail its operations.

The Company has no "Purchase Obligations", defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company 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. The Company is responsible for maintenance payments on the Pebble Project claims which includes rental fees of approximately US$1.0 million due in November 2015 for existing claims and routine office and site leases (refer to Note 13 in the notes to Interim Financial Statements which accompany this MD&A).

The Company’s capital resources consist of its cash reserves. As of September 30, 2015, the Company had no long term debt or commitments for material capital expenditures other than what has been disclosed in the Financial Statements.

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The Company has no lines of credit or other sources of financing.

There are none.

Transactions with Hunter Dickinson Services Inc. ("HDSI")

Hunter Dickinson Inc. ("HDI") and its wholly owned subsidiary, HDSI are private companies established by a group of mining professionals engaged in advancing and developing mineral properties for a number of private and publicly-listed exploration companies, one of which is the Company.

Many of the current directors of the Company – namely, Scott Cousens, Robert Dickinson, Russell Hallbauer, Marchand Snyman and Ronald Thiessen – are active members of the HDI Board of Directors. Other key management personnel of the Company – Doug Allen, Stephen Hodgson, Bruce Jenkins, Sean Magee and Trevor Thomas – are members of HDI’s senior management team.

The business purpose of the related party relationship

HDSI provides technical, geological, corporate communications, regulatory compliance, administrative and management services to the Company, on an as-needed and as-requested basis from the Company. HDSI also incurs third party costs on behalf of the Company. Such third party costs include, for example, directors and officers insurance, travel, conferences, and technology services.

As a result of this relationship with HDSI, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time experts. The Company benefits from the economies of scale created by HDSI.

The measurement basis used

The Company procures services from HDSI pursuant to an agreement (the "Services Agreement") dated July 2, 2010 whereby HDSI agreed to provide technical, geological, corporate communications, administrative and management services to the Company. A copy of the Services Agreement is publicly available under the Company’s profile at www.sedar.com.

Services from HDSI are provided on a non-exclusive basis as required and as requested by the Company. The Company is not obligated to acquire any minimum amount of services from HDSI. The fees for services is determined based on an agreed upon charge-out rate for each employee performing the service and the time spent by the employee. The charge-out rate also includes overhead costs such as office rent, information technology services and administrative support. Such charge-out rates are agreed and set annually in advance.

Third party expenses are billed at cost, without any markup.

Ongoing contractual or other commitments resulting from the related party relationship

There are no ongoing contractual or other commitments resulting from the Company’s transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days’ notice from either the Company or HDSI.

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The following summarizes the transactions with HDSI for the three and nine months ended September 30: