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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 40 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 ( a ) OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 Commission File Number : 001-32210 British Columbia Canada ( Province or Other Jurisdiction of Incorporation or Organization ) Northern Dynasty Minerals Ltd. NORTHERN DYNASTY MINERALS LTD . ( Exact name of Registrant as specified in its charter ) 1040 ( Primary Standard Industrial Classification Code ) 15th Floor , 1040 West Georgia Street Vancouver , British Columbia Canada V6E 4H1 ( 604 ) 684-6365 Not Applicable ( I.R.S. Employer Identification No. ) ( Address and telephone number of Registrant's principal executive offices ) Corporation Service Company Suite 400 , 2711 Centerville Road Wilmington , Delaware 19808 ( 800 ) 927-9800 ( Name , address ( including zip code ) and telephone number ( including area code ) of agent for service in the United States ) Securities registered or to be registered pursuant to section 12 ( b ) of the Act : Title Of Each Class Common Shares , no par value Securities registered or to be registered pursuant to Section 12 ( g ) of the Act : None Name Of Each Exchange On Which Registered NYSE American Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : None For annual reports , indicate by check mark the information filed with this Form : Annual Information Form Audited Annual Financial Statements Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report : 509,046,631 Common Shares Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Exchange Act during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any , every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit and post such files ) . Yes ☐ No ☑ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b - 2 of the Exchange Act . Emerging growth company ☐