EXHIBIT 99.1

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2025 AND 2024

(Expressed in thousands of Canadian Dollars)

(Unaudited)

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Northern Dynasty Minerals Ltd.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in thousands of Canadian Dollars)
			March 31			December 31
	Notes		2025			2024
ASSETS
Non-current assets
Restricted Cash		5(b)	$	992		$	984
Mineral property, plant and equipment		3		118,116			118,126
Total non-current assets				119,108			119,110
Current assets
Amounts receivable and prepaid expenses		4		1,695			1,908
Cash and cash equivalents		5(a)		11,813			16,142
Total current assets				13,508			18,050
Total Assets			$	132,616		$	137,160
EQUITY
Capital and reserves
Share capital		6	$	703,299		$	702,755
Reserves		6		126,834			127,312
Deficit				(773,244	)		(732,870	)
Total equity				56,889			97,197
LIABILITIES
Non-current liabilities
Trade and other payables		9		507			548
Total non-current liabilities				507			548
Current liabilities
Convertible notes liability		7		2,854			2,750
Derivative on convertible notes		7		69,781			35,305
Payables to related parties		8		566			267
Trade and other payables		9		2,019			1,093
Total current liabilities				75,220			39,415
Total liabilities				75,727			39,963
Total Equity and Liabilities			$	132,616		$	137,160

Nature and continuance of operations (note 1)
Commitments and contingencies (note 14)
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:
/s/ Ronald W. Thiessen	/s/ Christian Milau
Ronald W. Thiessen	Christian Milau
Director	Director

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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)
			Three months ended March 31
	Notes		2025			2024
Expenses
Exploration and evaluation expenses		10,11	$	2,033		$	1,763
General and administrative expenses		10,11		2,600			2,611
Legal, accounting and audit professional fees		10		1,004			934
Share-based compensation expense		6(d),(e)		135			5
Loss from operating activities				5,772			5,313
Foreign exchange (gain) loss				25			(296	)
Interest income				(128	)		(241	)
Finance expense				229			184
Loss on change in fair value of convertible notes derivative		7		34,476			368
Net loss			$	40,374		$	5,328
Other comprehensive loss (income)
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference		6(f)		271			(2,709	)
Other comprehensive loss (income)			$	271		$	(2,709	)
Total comprehensive loss			$	40,645		$	2,619
Basic and diluted loss per share		12	$	0.08		$	0.01
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
(Expressed in thousands of Canadian Dollars)
			Three months ended March 31
	Notes		2025			2024
Operating activities
Net loss			$	(40,374	)	$	(5,328	)
Non-cash or non operating items
Depreciation		3		44			41
Interest income				(128	)		(241	)
Loss on change in fair value of convertible notes derivative		7		34,476			368
Share-based compensation				135			5
Unrealized exchange gain				(1	)		(130	)
Changes in working capital items
Amounts receivable and prepaid expenses				217			1,006
Amounts receivable from related party				-			17
Trade and other payables				761			711
Payables to related parties				172			215
Net cash used in operating activities				(4,698	)		(3,336	)
Investing activities
Interest received on cash and cash equivalents				85			157
Net cash from investing activities				85			157
Financing activities
Proceeds from the exercise of share purchase options		6(c)		273			–
Proceeds from the exercise of share purchase warrants		6(b)		56			–
Payments of principal portion of lease liabilities		9		(48	)		(40	)
Net cash from (used in) financing activities				281			(40	)
Net decrease in cash and cash equivalents				(4,332	)		(3,219	)
Effect of exchange rate fluctuations on cash and cash equivalents				3			198
Cash and cash equivalents - beginning balance				16,142			18,200
Cash and cash equivalents - ending balance		5(a)	$	11,813		$	15,179
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 share information)
	Notes		Share capital						Reserves
									Equity -			Foreign						Share
									settled			currency						purchase
			Number of						share-based			translation			Investment			options and
			shares						compensation			reserve			revaluation			warrants						Total
			(note 6(a))			Amount			reserve			(note 6(f))			reserve			(note 6(b))			Deficit			equity
Balance at January 1, 2024				538,478,010		$	702,950		$	80,993		$	35,233		$	(17	)	$	1,083		$	(696,958	)	$	123,284
Shares returned to treasury and cancelled				(753,729	)		(237	)		–			–			–			–			237			–
Share-based compensation		6(d)		–			–			5			–			–			–			–			5
Net loss				–			–			–			–			–			–			(5,328	)		(5,328	)
Other comprehensive income net of tax				–			–			–			2,709			–			–			–			2,709
Total comprehensive loss																									(2,619	)
Balance at March 31, 2024				537,724,281		$	702,713		$	80,998		$	37,942		$	(17	)	$	1,083		$	(702,049	)	$	120,670
Balance at January 1, 2025				537,791,881		$	702,755		$	81,011		$	45,245		$	(17	)	$	1,073		$	(732,870	)	$	97,197
Shares issued on exercise of options per option plan		6(c)		664,700			471			(198	)		–			–			–			–			273
Shares issued on exercise of warrants		6(b)		125,000			73			–			–			–			(17	)		–			56
Share-based compensation		6(d)		–			–			8			–			–			–			–			8
Net loss				–			–			–			–			–			–			(40,374	)		(40,374	)
Other comprehensive loss net of tax				–			–			–			(271	)		–			–			–			(271	)
Total comprehensive loss																									(40,645	)
Balance at March 31, 2025				538,581,581		$	703,299		$	80,821		$	44,974		$	(17	)	$	1,056		$	(773,244	)	$	56,889

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

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

1. NATURE AND CONTINUANCE OF OPERATIONS

Northern Dynasty Minerals Ltd. (the "Company") 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 NYSE American Exchange ("NYSE American") under the symbol "NAK". The Company’s corporate office is located at 1040 West Georgia Street, 14^th floor, Vancouver, British Columbia.

The condensed consolidated interim financial statements ("Financial Statements") of the Company as at and for the three months ended March 31, 2025, include financial information for the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Company is the ultimate parent. The Group’s core mineral property interest is the Pebble Copper-Gold-Molybdenum-Silver-Rhenium Project (the "Pebble Project") located in Alaska, United States of America ("USA" or "US"). All US dollar amounts when presented are denoted "US$" and expressed in thousands, unless otherwise stated.

The Group is in the process of exploring and evaluating 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 interests is 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.

During the three months ended March 31, 2025, the Group received $329 from the exercise of share purchase options and warrants.

As of March 31, 2025, the Group had $11,813 (December 31, 2024 – $16,142) in cash and cash equivalents for its operating requirements. However, the Company has a working capital deficit of (current assets minus current liabilities) of $61,712 (December 31, 2024 – working capital deficit of $21,365). Working capital is negatively impacted by the recognition in current liabilities of the convertible notes liability and derivative on convertible notes (note 7). These Financial Statements have been prepared based on a going concern, which assumes that the Group will be able to raise sufficient funds to continue its exploration and development activities and satisfy its obligations as they come due. During the three months ended March 31, 2025, the Group incurred a net loss of $40,374 (2024 – $5,328) and had a deficit of $773,244 as of March 31, 2025 (December 31, 2024 – $732,870). The Group has prioritized the allocation of its financial resources to meet key corporate and Pebble Project expenditure requirements in the near term, including funding the Group’s challenge of the US Environmental Protection Agency ("EPA")’s final determination and the US Army Corps of Engineers ("USACE") 2024 record of decision (discussed further below). Additional financing will be required to progress any material expenditure relating to the permitting of the Pebble Project. Additional financing may include any of or a combination of debt, equity (subject to terms of the convertible notes (note 7)), royalties and/or contributions from possible new Pebble Project participants. Under the terms of the November 2023 amendment to the royalty agreement, the royalty holder may, at its option, complete the remaining investment of US$36,000 in US$12,000 tranches by July 26, 2025. In return the royalty holder will receive 6% of the payable gold production and 18% of the silver production from the Pebble Project. There can be no assurances that the Group will be successful in receiving this additional investment or obtaining additional financing or funding when required. 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 a result, there is material uncertainty that raises substantial doubt about the Group’s ability to continue as a going concern.

These Financial Statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments could be material.   

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

The Group, through the Pebble Limited Partnership ("Pebble Partnership”), initiated federal and state permitting for the Pebble Project under the National Environmental Protection Act ("NEPA") by filing documentation for a Clean Water Act ("CWA") 404 permit with the USACE in December 2017. The USACE published a draft Environmental Impact Statement ("EIS") in February 2019 and completed a 120-day public comment period thereon on July 2, 2019. In late July 2019, the EPA withdrew the determination initiated under Section 404(c) of the CWA in 2014 for the waters of Bristol Bay ("Proposed Determination"), which attempted to pre-emptively veto the Pebble Project before it received an objective, scientific regulatory review under NEPA. On July 24, 2020, the USACE published the final EIS. On November 25, 2020, the USACE issued a record of decision ("2020 ROD") rejecting the Pebble Partnership’s permit application, finding concerns with the proposed compensatory mitigation plan and determining the project would be contrary to the public interest. The 2020 ROD rejected the compensatory mitigation plan as ‘non-compliant’ and determined the project would cause ‘significant degradation’ and was contrary to the public interest. Based on this finding, the USACE rejected the Pebble Partnership’s permit application under the CWA. On January 19, 2021, the Pebble Partnership submitted its request for appeal of the 2020 ROD with the USACE Pacific Ocean Division ("USACE POD") (the "RFA"). On February 24, 2021, the USACE POD notified the Pebble Partnership that the RFA was complete and met the criteria for appeal and assigned a review officer ("RO") to oversee the administrative appeal process at that time but subsequently assigned a new RO. The USACE POD also indicated that due to the complexity of issues and volume of materials associated with the Pebble Project case, the review would take additional time than what federal regulations suggest, which was that the appeal should conclude within 90 days, and no case extend beyond one year. In June 2021, the USACE POD completed the ‘administrative record’ for the appeal and provided a copy to the Pebble Partnership, following which the Pebble Partnership and its legal counsel reviewed the voluminous record for completeness and relevance to the USACE’s permitting decision, and its sufficiency to support a fair, transparent, and efficient review. An appeal conference was held in July 2022. On April 25, 2023, the USACE POD issued its decision to remand the permit application denial to the USACE Alaska District (the "District") so the District can re-evaluate specific issues. As a result of the remand decision and in light of the EPA’s Final Determination (discussed below), the District was instructed to review the appeal decision and had 45 days to notify the parties how it plans to proceed. Six extensions were requested and granted. The District’s last extension was until the US Supreme Court acted on the State of Alaska’s bill of complaint challenging the EPA’s exercise of its CWA, Section 404(c) authority. On January 8, 2024, the US Supreme Court announced they would not hear the State’s complaint directly and it would have to go through the normal US federal court process. In April 2024, the District determined not to engage in the remand process. The District also issued a record of decision dated April 15, 2024, to deny the permit on the basis that the Pebble Project and portions of the required transportation and pipeline corridor fall within the "defined areas for prohibition" and the "defined area for restriction" in the EPA’s Final Determination. The further denial was stated by the District to be without prejudice and not subject to administrative appeal on the basis that the EPA’s Final Determination is a controlling factor that cannot be changed by a District decision maker. The District’s further determination is not based on the merits of the many technical issues raised in the Company’s appeal and is viewed by the Company as prejudicial to the Company and the Pebble Partnership as the EPA’s Final Determination is based on, in part, the rationale utilized by the District in its 2020 ROD which was not sustained by the administrative appeal decision.

On October 29, 2021, the court granted the EPA’s motion for remand and vacated the EPA’s 2019 withdrawal of the Proposed Determination decision, thus reinstating the Proposed Determination. The court declined to impose a schedule on the EPA’s proceedings on remand. On May 25, 2022, the EPA announced that it intended to advance its pre-emptive veto of the Pebble Project and issued a revised Proposed Determination. Public comments on the revised Proposed Determination closed on September 6, 2022. The Pebble Partnership submitted extensive comments on the Revised Proposed Determination, objecting to the EPA’s pre-emptive veto of the Pebble Project and stating its concerns about legal and factual flaws therein. On January 30, 2023, the EPA issued a Final Determination under Section 404(c) of the CWA, imposing limitations on the use of certain waters in the Bristol Bay watershed as disposal sites for certain discharges of dredged or fill material associated with development of a mine at the Pebble deposit. This Final Determination is the concluding step in the administrative process set forth in 40 C.F.R. Part 231, which governs the EPA’s authority under Section 404(c) to veto permit decisions. The Administrative Procedure Act ("APA"), 5 USC §551 et seq., which governs judicial review of agency decisions, provides that individuals aggrieved by agency action may seek judicial review of any "final agency action." The EPA’s administrative determination can be challenged by filing a lawsuit in US federal district court seeking reversal of that decision. On March 15, 2024, the Company announced that two separate actions had been filed in the US federal courts challenging the federal government’s actions to prevent it and the Pebble Partnership from building a mine at the Pebble Project. One action, filed in Federal District Court in Alaska, seeks to vacate the EPA’s Final Determination to veto a development at Pebble. The second action, filed in the US Court of Federal Claims in Washington, DC, claims the actions by the EPA constitute an unconstitutional "taking" of the Company’s and the Pebble Partnership’s property. On September 17, 2024 this "takings" action was stayed pending the outcome of the separate action to vacate the EPA’s Final Determination.

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

On June 7, 2024, the Company and the Pebble Partnership filed a motion to add the District as a defendant to the action filed against the EPA, and to amend the complaint to claim that the USACE’s permit decision was arbitrary and capricious. The amended complaint claims that the District’s initial permit denial, which informed the EPA’s Final Determination, was flawed in ways that the District itself subsequently acknowledged, including (i) that the project might damage the Bristol Bay fishery when the District's scientific review set forth in the final EIS had found just the opposite, and (ii) that there was risk of a catastrophic failure of the tailings facility when the final EIS concluded the opposite, determining the probability was very remote. The Company and the Pebble Partnership claim that the District’s refusal to proceed with the remand process is contradictory and prejudicial to the Company and the Pebble Partnership as the EPA’s Final Determination is based on the District’s conclusions which are, in part, required to be the reviewed under the remand process. In August 2024, the US Federal District Court in Alaska granted the motion to modify the existing complaint against the EPA by adding the District as an additional defendant.

On February 17, 2025, the Company announced that it had consented to a motion from the EPA and USACE to hold the litigation in abeyance for 90 days for the new agency leadership to decide how to proceed.

The State of Alaska filed a "takings" action in the US Court of Federal Claims in Washington, DC, in March 2024. The State of Alaska filed an action in Federal District Court in Alaska seeking to vacate the EPA veto of a development at Pebble in April 2024. The former action has also been stayed pending the outcome of the latter.

In June 2024, Iliamna Natives Limited ("INL") and Alaska Peninsula Corporation ("APC") filed suit against the EPA for exceeding its authority with the veto action against the Pebble Project. Both INL and APC are Alaska Native Village corporations representing two of the communities closest to the Pebble Project.

The State’s action against the EPA’s veto and the INL/APC action have been consolidated by the court with the Company’s action, and those others are in abeyance alongside the Company’s action.

2. MATERIAL ACCOUNTING POLICIES

(a) Statement of Compliance

These Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"s). They do not include all of the information required by IFRS Accounting Standards as issued by the IASB for annual financial statements and should be read in conjunction with the Group’s consolidated financial statements as at and for the year ended December 31, 2024 (the "2024 annual financial statements"). These Financial Statements were authorized for issue by the Audit and Risk Committee on May 9, 2025.

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

(b) Significant Accounting Estimates and Judgements

In preparing these Financial Statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

There was no change in the use of significant estimates and judgements during the current period as compared to those described in Note 2 in the 2024 annual financial statements, and two of which are discussed below:

Critical accounting judgements

These include:

1. The Group used judgement in concluding that no impairment indicators exist in relation to the Pebble Project, notwithstanding the receipt of the ROD denial of the permit by the USACE for the Pebble Project and the Final Determination issued by the EPA that prohibits the disposal of dredged or fill material for the Pebble Project, both of which may be considered an indicator under IFRS 6, Exploration for and Evaluation of Mineral Resources, for testing for impairment. Key to the Group’s judgement conclusion include the following:

· The Group submitted an administrative appeal with the USACE POD on the permit denial and the USACE POD has remanded the permit decision to the USACE Alaska District to re-evaluate specific issues. Although the District has declined to engage in the remand process, citing the EPA intervening veto of development at Pebble, this decision is without prejudice and not based on the merits of the many technical issues raised in the Group’s appeal. The Group also filed a motion to amend its complaint against the EPA to include the District as an additional defendant, which was granted ;

· The Group has legal avenues to challenge the EPA’s Final Determination and has filed actions thereto (see note 1); and

· The Company’s market capitalization on March 31, 2025, and on the date the Financial Statements were authorized for issuance, exceeded the carrying value of the Pebble Project and the Group’s net asset value.

2. The Group used judgement that going concern is an appropriate basis for the preparation of the Financial Statements, as the Group considered existing financial resources in determining that such financial resources can meet key corporate and Pebble Project expenditure requirements for at least the next twelve months (note 1).

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

3. MINERAL PROPERTY, PLANT AND EQUIPMENT

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

Three months ended March 31, 2025	Mineral Property Interest 1		Plant and Equipment 2			Total
Cost
Beginning and ending balance	$	80,491	$	2,606		$	83,097
Accumulated depreciation
Beginning balance		–		(2,258	)		(2,258	)
Depreciation charge for the period 3		–		(44	)		(44	)
Ending balance		–		(2,302	)		(2,302	)
Foreign currency translation difference
Beginning balance		37,025		262			37,287
Movement for the period		33		1			34
Ending balance		37,058		263			37,321
Net carrying value – December 31, 2024	$	117,516	$	610		$	118,126
Net carrying value – March 31, 2025	$	117,549	$	567		$	118,116

Notes to table:  

1.	Mineral Property Interest
	Comprises the Pebble Project, a contiguous block of 1,840 mineral claims covering approximately 274 square miles located in southwest Alaska, 17 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage.
2.	Plant and Equipment include Right-of-Use Assets (“ROU Assets”)
	ROU Assets, which relate to the use of office space, office equipment and yard storage are included under plant and equipment. The following comprises ROU Assets:

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

Three months ended March 31, 2025	Land and  Buildings			Equipment			Total
Cost
Beginning and ending balance	$	1,185		$	48		$	1,233
Accumulated depreciation
Beginning balance		(620	)		(39	)		(659	)
Depreciation charge for the period 3		(42	)		(2	)		(44	)
Ending balance		(662	)		(41	)		(703	)
Foreign currency translation difference
Beginning balance		38			(2	)		36
Movement for the period		–			1			1
Ending balance		38			(1	)		37
Net carrying value – December 31, 2024	$	603		$	7		$	610
Net carrying value – March 31, 2025	$	561		$	6		$	567

3.	Depreciation
	For the three months ended March 31, 2025, total depreciation was $44 (2024 – $41) of which ROU Asset depreciation was $44 (2024 – $38). ROU Asset depreciation of $28 (2024 – $26) is included in general and administrative expenses (note 10(b)). The remainder of the depreciation is included in exploration and evaluation expenses under site expenses.

4. AMOUNTS RECEIVABLE AND PREPAID EXPENSES

	March 31		December 31
	2025		2024
Sales tax receivable	$	82	$	49
Interest, refundable deposits, and other receivables		101		103
Prepaid expenses 1		1,512		1,756
Total	$	1,695	$	1,908

Notes to table:
1.	Includes prepaid insurance, which is amortized over the insurance term.

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

5. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(a)	Cash and Cash Equivalents
	The Group’s cash and cash equivalents at March 31, 2025 and December 31, 2024, consisted of cash on hand and was invested in business and savings accounts.
(b)	Restricted Cash
	The Group has cash deposited with a United States financial institution that has been pledged as collateral to the surety provider for a US$2,000 surety bond that was placed with the Alaskan regulatory authorities for a performance guarantee related to any potential reclamation liability as a condition of the Miscellaneous Land Use Permit granted to the Pebble Partnership for its ongoing activities on the Pebble Project. The cash deposit will be released once any required reclamation work has been performed and assessed by the Alaskan regulatory authorities. The cash is invested in a money market fund. For the three months ended March 31, 2025, the Group earned income of $8 (2024 – $11) which was re-invested.

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

6. CAPITAL AND RESERVES

(a)	Authorized Share Capital
	At March 31, 2025, and December 31, 2024, authorized share capital consisted of an unlimited number of common shares (“Shares”) with no par value, of which 538,581,581 (December 31, 2024 – 537,791,281) Shares were issued and fully paid.
(b)	Options not Issued under the Group’s Incentive Plan and Warrants

Continuity	Number of   options 1			Number of  Warrants 2			Weighted average   exercise price   ($/option)
Balance December 31, 2023		37,600			8,555,000			0.29
Exercised		(37,600	)		–			0.29
Balance December 31, 2024		–			8,555,000			0.45
Exercised		–			(125,000	)		0.45
Balance March 31, 2025		–			8,430,000			0.45

Notes to the table:
1.	The options were issued in exchange for the outstanding options in Cannon Point Resources Ltd. on the acquisition of the company in October 2015.
2.	The Warrants were issued pursuant to the unit private placement in December 2023. They have a remaining life of 0.71 (December 31, 2024 – 0.95) years as they expire on December 14, 2025.

(c)	Share Purchase Option Compensation Plan
	The following reconciles the issued and outstanding options for the three months ended March 31, 2025 and year ended December 31, 2024:

Continuity of options	Number of options			Weighted average exercise price ($/option)
Balance December 31, 2023		24,318,500			1.00
Exercised		(30,000	)		0.41
Expired		(6,368,500	)		0.99
Balance December 31, 2024		17,920,000			1.01
Exercised		(664,700	)		0.41
Balance March 31, 2025		17,255,300			1.03

For the three months ended March 31, 2025 and 2024, the Group did not recognize share-based compensation ("SBC") for options in the Statement of Comprehensive Loss as all options granted were fully vested in 2023.  Currently, no additional options can be granted under the existing share purchase option plan.

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Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

The following table summarizes information on the remaining outstanding options as at the following dates:

		March 31, 2025						December 31, 2024
Exercise price ($)		Number of options outstanding		Number of options exercisable		Weighted Average Remaining contractual  life (years)		Number of options outstanding		Number of options exercisable		Weighted Average Remaining contractual  life (years)
	0.41		10,559,300		10,559,300		2.38		11,224,000		11,224,000		2.63
	2.01		6,696,000		6,696,000		0.30		6,696,000		6,696,000		0.55
Total			17,255,300		17,255,300				17,920,000		17,920,000

The weighted average contractual life for options outstanding, which are all exercisable, is 1.57 (December 31, 2024 – 1.85) years per option.    

(d) Deferred Share Units ("DSUs")

The following reconciles DSUs outstanding for the three months ended March 31, 2025, and year ended December 31, 2024:

Continuity of DSUs	Number of DSUs		Weighted average  fair value  ($/DSU)
Balance December 31, 2023		470,347		0.59
Granted		15,937		0.34
Balance March 31, 2024		486,284		0.58
Granted		50,112		0.43
Balance December 31, 2024		536,396		0.57
Granted		8,944		0.90
Balance March 31, 2025		545,340		0.57

For the three months ended March 31, 2025, the Group recognized SBC of $8 (2024 – $5) for DSU grants in the Statement of Comprehensive Loss, based on the aggregate market value of Shares on grant date, with a corresponding increase in the equity-settled share payment reserve in equity. 

(e) Restricted Share Units (“RSUs”)

During the three months ended March 31, 2025, the Group granted a total of 1,170,000 RSUs to its executive directors, namely the Board Chair, Chief Executive Officer, Chief Financial Officer, as well as to senior management with a vesting term of two years from the date of grant.  The Group has determined that this grant should be accounted for as cash-settled given that a previous grant was settled in cash.  Accordingly, for the three months ended March 31, 2025, the Group recognized $127 as share-based compensation with a corresponding increase in a RSU liability for this grant based on the TSX closing price of Shares as of the reporting date.  

At the end of each reporting period, until the RSU liability is settled, the RSU liability’s fair value is remeasured based on the TSX closing price multiplied by the number of RSUs and amortized over the vesting period of the RSUs, with any change in in fair value charged to share-based compensation. 

Page | 14

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

(f) Foreign Currency Translation Reserve

Continuity
Balance December 31, 2023	$	35,233
Gain on translation of foreign subsidiaries		2,709
Balance March 31, 2024		37,942
Gain on translation of foreign subsidiaries		7,303
Balance December 31, 2024		45,245
Loss on translation of foreign subsidiaries		(271	)
Balance March 31, 2025	$	44,974

The foreign currency translation reserve represents accumulated exchange differences arising on the translation of the results of operations and net assets of the Group’s subsidiaries with a US dollar functional currency into the Group’s presentation currency, the Canadian dollar. 

7. CONVERTIBLE NOTES LIABILITY AND DERIVATIVE ON CONVERTIBLE NOTES

In December 2023, pursuant to an investment agreement, an investor, Kopernik Global Investors, LLC, on behalf of its clients (collectively the "Investor"), purchased convertible notes having an aggregate principal amount of US$15,000 (the "Notes").  The Notes have a term of 10 years from the date of issuance of December 18, 2023, and bear interest at a rate of 2.0% per annum, payable in cash semi-annually in arrears on December 31 and June 30 of each year.  The first two interest payments were made on June 30, 2024, and December 31, 2024.  The principal amount of the Notes is convertible at any time at the option of the Investor at a per share conversion price of US$0.3557 (the "Conversion Price"), subject to adjustment in certain circumstances (i.e., including a change of control).  If the Group proceeds with an equity financing in the future, the terms of the Notes require that the Group redeem the Notes at 150% of the principal amount of the Notes, in cash or convert at the Conversion Price (the "financing redemption option"), at the election of the Investor, and pay any accrued but unpaid interest in cash.  This financing is subject to customary exclusions for non-financing issuances of the Company’s equity securities.  In addition, the Notes include change of control provisions under which (i) the Investor may elect to convert the Notes concurrent with a change of control transaction at the lower of the fixed Conversion Price and the price per common share implied by the change of control transaction, and (ii) if the Investor does not elect to convert, the Group will be required to offer to repurchase the Notes at 101% of the principal amount ( the "CoC option"), plus accrued but unpaid interest.  

As the amount of the Notes to be settled is a fixed US Dollar amount which when converted back to the Group’s functional currency results in a variable amount of cash (i.e., a variable carrying amount for the financial liability resulting from changes in the USD/CAD exchange rate), the fixed-for-fixed criterion for equity classification is not met.  The conversion option, financing redemption option and the CoC option are derivative liabilities, with their value dependent on the USD/CAD exchange rate and so are embedded derivatives.  The Notes as a result include a debt host, which is accounted for at amortised cost, and the embedded derivatives, which are separated from the debt host and accounted for at fair value with changes in fair value recorded in the Condensed Consolidated Interim Statement of Comprehensive Loss. 

Transaction costs of $196 were incurred on the issue of the Notes of which $22 was allocated to the debt host with the balance recorded in the Consolidated Statement of Comprehensive Loss in the Consolidated Financial Statements for the year ended December 31, 2023. 

As the conversion feature may be exercised by the Investor at any time, the Group does not have the right to defer its settlement for at least twelve months.  Accordingly, the convertible notes liability and derivative on convertible notes are classified as current liabilities in the Condensed Consolidated Interim Statement of Financial Position. 

Page | 15

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

Convertible notes liability

The debt host has been accounted for at amortised cost with a 30.1% effective interest rate.  The following reconcile movements at the reported dates:

Continuity	March  31			December 31
	2025			2024
Beginning balance	$	2,750		$	2,197
Interest accretion		209			758
Interest paid and payable		(106	)		(411	)
Exchange difference		1			206
Ending balance	$	2,854		$	2,750

Derivative on convertible notes

The following reconcile movements at the reported dates:

Continuity	March  31		December 31
	2025		2024
Beginning balance	$	35,305	$	16,687
Loss on change in fair value		34,476		18,618
Ending balance	$	69,781	$	35,305

The fair value of the conversion option was estimated using the Binomial Option Pricing Model with formulae based on the Cox-Ross-Rubenstein approach, with consideration to the intrinsic value, with the following inputs and assumptions: 

Input/Assumption	March 31		December 31
	2025		2024
Share price on valuation date	US$1.150		US$0.582
Volatility		95.9618%		95.3360%
Strike price on conversion	US$0.3557		US$0.3557
Time to expiration	3,184 days		3,274 days
Risk free interest rate		4.256%		4.447%
Dividend Yield	Nil%		Nil%

For the financing redemption and CoC options, the Group estimated the discounted cash flow ("DCF") value of the options assuming the events that trigger these options occur mid-point between the Notes issuance and maturity.  The Group has estimated a 10% probability for the occurrence of each of the financing redemption and the CoC options with an 80% probability of conversion at the Conversion Price. 

At March 31, 2025 and December 31, 2024, the Group determined from the DCF analysis that there was no additional value provided by the redemption and CoC options over and above the conversion option.  The estimated fair value of the conversion option, which was deep in the money at March 31, 2025 and December 31, 2024, was determined using intrinsic value and was estimated at US$48,496 ($69,781) (December 31, 2024 – US$24,543 ($35,305)).  

The Group has recorded a loss in the change in fair value of $34,476 (March 31, 2024 – loss of $368) for the embedded derivative.  

Page | 16

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

8. RELATED PARTY BALANCES AND TRANSACTIONS

The components of transactions to related parties are as follows:

	March 31		December 31
Payables to related parties	2025		2024
Key management personnel ("KMP") (a)	$	101	$	48
HDSI (b)		338		219
RSU Liabilities (note 6(e))		127		–
Total	$	566	$	267

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.  Details between the Group and other related parties are disclosed below.

(a) Transactions and Balances with Key Management Personnel

The aggregate value of transactions with KMP, which are the Group’s directors and the Chief Executive Officer ("CEO") and senior management: the Chief Financial Officer ("CFO"), Company Secretary and General Counsel, Executive Vice President ("EVP"), Environment and Sustainability, EVP, Corporate Development, Vice President ("VP"), Investor Relations, VP, Engineering, and the Pebble Partnership’s CEO, VP, Public Affairs and Senior Permitting Advisor, was as follows for the three months ended March 31, 2025 and 2024: 

Transaction	2025		2024
Compensation
Amounts paid and payable to HDSI for services of KMP employed by HDSI 1	$	540	$	467
Amounts paid and payable to KMP 2		529		537
		1,069		1,004
Share-based compensation 3		135		5
Total compensation	$	1,204	$	1,009

Notes to table:

1.	The Group’s CEO, CFO, Board Chair and senior management, other than disclosed in note 2 below, are employed by the Group through HDSI (refer (b) below).
2.	Represents short-term employee benefits, including cash director’s fees paid to the Group’s independent directors, and salaries paid and payable to the Pebble Partnership’s CEO, VP, Public Affairs and Senior Permitting Advisor.
3.	SBC relates to DSUs and RSUs granted during the respective periods (notes 6(d)-(e)).

(b) Transactions and Balances with other Related Parties

HDSI is a private company that provides geological, engineering, environmental, corporate development, financial, administrative and management services to the Group and its subsidiaries at annually set rates pursuant to a management services agreement.  The annually set rates also include a component of overhead costs such as office rent, information technology services and general administrative support services.  HDSI also incurs third party costs on behalf of the Group, which are reimbursed by the Group at cost.  Several directors and other key management personnel of HDSI, who are close business associates, are also key management personnel of the Group. 

Page | 17

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

For the three months ended March 31, 2025, and 2024, transactions with HDSI were as follows: 

Transactions	2025		2024
Services rendered by HDSI:
Technical 1
Engineering	$	71	$	54
Environmental		32		9
Other technical services		13		4
		116		67
General and administrative
Management, consulting, corporate communications, secretarial, financial and administration		707		632
Shareholder communication		146		156
		853		788
Total for services rendered		969		855
Reimbursement of third-party expenses
Conferences and travel		60		106
Insurance		74		72
Office supplies and information technology 2		175		194
Total reimbursed		309		372
Total	$	1,278	$	1,227

Notes to table:

1.	Included in exploration and evaluation expenses.
2.	Includes payments made for the use of offices and shared space of $48 (2024 – $48). The Company signed an office use agreement effective May 1, 2021, for a five-year term ending April 29, 2026. As of March 31, 2025, the remaining undiscounted commitment was $114 (note 14(d)).

Pursuant to the management services agreement between HDSI and the Company, following a change of control, the Company is subject to termination payments if the management services agreement is terminated.  The Company will be required to pay HDSI $2,800 and an aggregate amount equal to six months of annual salaries payable to certain individual service providers under the management services agreement and their respective employment agreements with HDSI.  

Page | 18

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

9. TRADE AND OTHER PAYABLES

	March 31		December 31
Current liabilities	2025		2024
Falling due within the year
Trade	$	1,850	$	917
Lease liabilities 1		169		176
Total	$	2,019	$	1,093

	March 31		December 31
Non-current liabilities	2025		2024
Lease liabilities 1	$	507	$	548
Total	$	507	$	548

Notes to tables:

1. Lease liabilities relate to leases of offices, office equipment and for yard storage, which have remaining lease terms of 12 to 62 months and interest rates of 9.5% – 14% over the term of the leases. During the three months ended March 31, 2025, the Group recognized interest expense on lease liabilities of $20 (2024 – $11).

The following summarizes lease liabilities for the reporting periods indicated:  

	March 31			December 31
Lease liabilities	2025			2024
Beginning balance	$	724		$	464
Interest expense		20			65
Lease payments		(68	)		(211	)
Lease recognition		–			52
Modification of lease term		–			305
Foreign currency translation difference		–			49
Ending balance		676			724
Current portion		169			176
Non-current portion		507			548
Total	$	676		$	724

The following table provides the schedule of undiscounted lease liabilities as of March 31, 2025:  

Period payable	Total
Less than one year	$	236
One to three years		391
Three to five years		189
Later than 5 years		15
Total undiscounted lease liabilities	$	831

The Group had no short-term lease commitments for the three months ended March 31, 2025 and 2024.

Page | 19

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

10.	EXPLORATION AND EVALUATION, GENERAL AND ADMINISTRATIVE, LEGAL ACCOUNTING AND AUDIT EXPENSES
(a)	Exploration and Evaluation Expenses ("E&E")

For the three months ended March 31, 2025, and 2024, E&E consisted of the following:

E&E	2025		2024
Engineering	$	1,022	$	932
Environmental		127		103
Site activities		157		234
Socio-economic		692		465
Transportation		–		10
Other activities and travel		35		19
Total	$	2,033	$	1,763

(b) General and Administrative Expenses ("G&A")

For the three months ended March 31, 2025, and 2024, G&A consisted of the following: 

G&A	2025		2024
Conference and travel	$	306	$	309
Consulting		199		127
Depreciation of right-of-use assets		28		26
Insurance		490		653
Office costs, including information technology		195		205
Management and administration		922		894
Shareholder communication		215		214
Trust and filing		245		183
Total	$	2,600	$	2,611

(c) Legal, Accounting and Audit Expenses

For the three months ended March 31, 2025, and 2024, the following table provides further details: 

	2025		2024
Legal	$	897	$	771
Accounting		–		46
Audit and reviews		107		117
Total	$	1,004	$	934

Page | 20

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

11. EMPLOYMENT COSTS

For the three months ended March 31, 2025, and 2024, the Group recorded the following:

	2025		2024
Exploration and evaluation
Salaries and benefits	$	396	$	365
Amounts paid for services by HDSI personnel (note 8(b))		116		67
		512		432
General and administrative
Salaries and benefits		376		364
Amounts paid for services by HDSI personnel (note 8(b))		644		657
		1,020		1,021
Share-based payments		135		5
	$	1,667	$	1,458

12. BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted loss per share for the three months ended March 31, 2025 and 2024 was based on the following:

	2025		2024
Loss attributable to shareholders	$	40,374	$	5,328
Weighted average number of shares outstanding (000s)		538,171		538,205

For the three months ended March 31, 2025, and 2024, basic and diluted loss per share does not include the effect of employee share purchase options outstanding (2025 –17,225,300, 2024 – 24,318,500), non-employee share purchase options (2025 – nil, 2024 – 37,600), warrants (2025– 8,430,000, 2024 – 8,555,000), and DSUs (2025 – 545,340, 2024 – 486,284) as they were anti-dilutive.

13. FINANCIAL RISK MANAGEMENT

The Group 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 investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is as follows:

(a) Credit Risk

Credit risk is the risk of potential loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group’s credit risk is primarily attributable to its liquid financial assets, including cash and cash equivalents, restricted cash and amounts receivable. The Group limits the exposure to credit risk by only investing its cash and cash equivalents and restricted cash with high-credit quality financial institutions in business and saving accounts, guaranteed investment certificates, in government treasury bills, low risk corporate bonds and money market funds which are available on demand by the Group when required. Amounts receivable in the table below exclude receivable balances with government agencies (note 4). The Group’s maximum exposure was as follows:

Page | 21

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

	March 31		December 31
Exposure	2025		2024
Interest, refundable deposits, and other receivables	$	101	$	103
Restricted cash		992		984
Cash and cash equivalents		11,813		16,142
Total exposure	$	12,906	$	17,229

(b) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations when they become due. The Group ensures, as far as reasonably possible, it will have sufficient capital to meet short-to-medium-term business requirements, after considering cash flows from operations and the Group’s holdings of cash and cash equivalents and any restricted cash which has not been pledged as collateral. The Group, however, has stated in Note 1 that there is material uncertainty that raises substantial doubt about the Group’s ability to continue as a going concern as there is no certainty that funds can be raised when needed, even though it has been successful in the past. The Group’s cash and cash equivalents at the reporting date were invested in business and savings accounts (note 5(a)).

The Group’s financial liabilities are comprised of current trade and other payables (note 9), payables to related parties (note 8), which are due for payment within 12 months from the reporting date, and non-current trade payables, which are due for payment more than 12 months from the reporting date. The convertible notes are convertible into common shares at a fixed conversion price at any time at the option of the Investor until December 18, 2033 (note 7). The carrying amounts of the Group’s financial liabilities represent the Group’s contractual obligations.

(c) Foreign Exchange Risk

The Company is subject to both currency transaction risk and currency translation risk: the Pebble Partnership, Pebble Services Inc. and U5 Resources Inc. have the US dollar as functional currency, and certain of the Company’s corporate expenses are incurred in US dollars. The operating results and financial position of the Group are reported in Canadian dollars in these Financial Statements. As a result, the fluctuation of the US dollar in relation to the Canadian dollar will have an impact upon the losses incurred by the Group as well as the value of the Group’s assets and the amount of shareholders’ equity. The Group has not entered into any agreements or purchased any instruments to hedge possible currency risks.

Page | 22

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

The exposure of the Group's US dollar-denominated financial assets and liabilities to foreign exchange risk was as follows:

	March 31			December 31
	2025			2024
Financial assets:
Amounts receivable	$	212		$	178
Cash and cash equivalents and restricted cash		11,925			16,094
		12,137			16,272
Financial liabilities:
Non-current trade payables		(507	)		(548	)
Convertible notes liability and derivative on convertible notes		(72,634	)		(38,055	)
Current trade and other payables		(1,588	)		(915	)
Payables to related parties		(112	)		(222	)
		(74,841	)		(39,740	)
Net financial liabilities exposed to foreign currency risk	$	(62,704	)	$	(23,468	)

Based on the above net exposures and assuming all other variables remain constant, a 10% change in the value of the Canadian dollar relative to the US dollar would at the reported period result in a gain or loss of $6,270 (December 31, 2024 – $2,347). This sensitivity analysis includes only outstanding foreign currency denominated monetary items.

(d) Interest Rate Risk

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

Assuming all other variables remain constant; a 100 basis points change representing a 1% increase or decrease in interest rates would have resulted in a decrease or increase in loss of $34 (2024 – $41).

(e) Capital Management

The Group's policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Group consists of equity, comprising share capital and reserves, net of accumulated deficit. There were no changes in the Group's approach to capital management during the period. The Group is not subject to any externally imposed capital requirements.

(f) Fair Value

The fair value of the Group’s financial assets and liabilities approximates the carrying amount.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

· Level 3 – Inputs that are not based on observable market data.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.  Fair value measurements, which are determined by using valuation techniques, are classified in their entirety as either Level 2 or Level 3 based on the lowest level input that is significant to the measurement.  

Page | 23

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025, and 2024

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, and except per equity unit)

The Group has categorized the fair value measurement of the derivative on the convertible notes within Level 2 of the hierarchy as it is exposed to market risk; it employs the quoted market price of the Company’s shares, and foreign exchange rates.

14.	COMMITMENTS AND CONTINGENCIES
(a)	Legal Proceedings

Grand Jury Subpoena

On February 5, 2021, the Company announced that the Pebble Partnership and Tom Collier, its former CEO, had each been served with a subpoena issued by the United States Attorney’s Office for the District of Alaska to produce documents in connection with a grand jury investigation. The Company is not aware of any civil or criminal charges having been filed against any entity or individual in this matter. There has not been any recent activity relating to this matter.

The Company also self-reported this matter to the US Securities and Exchange Commission ("SEC") and responded to a related inquiry being conducted by the enforcement staff of the SEC’s San Francisco Regional Office. On August 3, 2023, the SEC notified the Company that the SEC had terminated its investigation, which did not result in an enforcement action.

Indemnification Obligations

The Company is subject to certain indemnification obligations to both present and former officers and directors, including the Pebble Partnership’s former CEO, in respect to the legal proceedings described above. These indemnification obligations will be subject to limitations prescribed by law and the articles of the Company and may also be subject to contractual limitations.

(b) Pipeline Right-of-Way Bond Commitment

The Group has a bond of US$300 with the Alaskan regulatory authorities for a performance guarantee related to any potential reclamation liability as a condition for a pipeline right-of-way to a subsidiary of the Pebble Partnership, the Pebble Pipeline Corporation. The Group is liable to the surety provider for any funds drawn by the Alaskan regulatory authorities.

(c) Pebble Performance Dividend Commitment

The Group has a future commitment beginning at the outset of project construction at the Pebble Project to distribute cash generated from a 3% net profits royalty interest in the Pebble Project to adult residents of Bristol Bay villages that have subscribed as participants, with a guaranteed minimum aggregate annual payment of US$3,000 each year the Pebble mine operates.

(d) Office Use Commitment

The Company has an office use agreement with HDSI ending April 29, 2026 (note 8(b)). The commitment is a flow through cost at market rates. On March 31, 2025, the remaining undiscounted commitment was $114, and is summarized as follows:

	Total
Less than one year	$	105
One to three years		9
Total	$	114

(e) Contingent Legal Fees Payable

The Group has legal fees totaling US$635 payable to certain legal counsel on completion of a transaction that secures a partner for the Pebble Partnership.  

Page | 24