UNITED STATES 

    SECURITIES AND EXCHANGE COMMISSION 

    Washington, DC 20549 

      

      

    FORM 6-K 

      

      

    Report of Foreign Private Issuer 

    Pursuant to Rule 13a-16 or 15d-16 

    of the Securities Exchange Act of 1934 

      

      

    CIK # 1164771 

      

      

    As at December 12, 2006
  
 

      NORTHERN DYNASTY MINERALS LTD.

    800 West Pender Street, Suite 1020 

    Vancouver, British Columbia 

    Canada V6C 2V6 

      

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

      

    Form 20-F...X.... 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): ____ 

      

      

    Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
    a Form 6-K if submitted solely to provide an attached annual report to security
    holders. 

      

      

    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): ____ 

      

    Indicate by check mark whether by furnishing the information contained in
    this Form, the registrant is also thereby furnishing the information to the
    Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
    1934. 

    Yes ..... No ..... 

      

    If "Yes" is marked, indicate below the file number assigned to the
    registrant in connection with Rule 12g3-2(b): 82- ________ 

      

    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. 

      

    By: /s/ Jeffrey R. Mason 

    Director and Chief Financial Officer 

      

    Date: December 12, 2006 

      

    Print the name and title of the signing officer under his signature. 

      

      ----------------------

      

        Ste. 1020, 800 West Pender Street 

    Vancouver, BC V6C 2V6 

    Tel: 604-684-6365 

    Fax: 604-684-8092 

    www.northerndynasty.com 

      

    NORTHERN DYNASTY ADOPTS SHAREHOLDER RIGHTS PLAN  
  
 December
    12, 2006 Vancouver - Northern Dynasty Minerals Ltd. (Northern Dynasty"
    or the "Company") (TSXV:NDM; AMEX:NAK)
    announced today that its Board of Directors has approved the adoption of a
    Shareholder Rights Plan Agreement (the "Rights Plan"). The Rights
    Plan is being adopted to ensure the fair treatment of all Northern Dynasty
    shareholders in connection with any take-over bid for the outstanding common
    shares of Northern Dynasty. The Rights Plan will provide shareholders with
    adequate time to properly evaluate and assess a take-over bid without facing
    undue pressure or coercion. The Rights Plan also provides the Board with additional
    time to consider any take-over bid and, if applicable, to explore alternative
    transactions in order to maximize shareholder value. 

      

    The Rights Plan is not designed to prevent take-over bids that treat Northern
    Dynasty shareholders fairly. Pursuant to the terms of the Rights Plan, any
    bid that meets certain criteria intended to protect the interests of all shareholders
    are deemed to be "Permitted Bids". A Permitted Bid must be made by
    way of a take-over bid circular prepared in compliance with applicable securities
    laws and, in addition to certain other conditions, must remain open for 60
    days. In the event a take-over bid does not meet the Permitted Bid requirements
    of the Rights Plan, the rights issued under the plan will entitle shareholders,
    other than any shareholder or shareholders involved in the take-over bid,
    to purchase additional common shares of Northern Dynasty at a significant
    discount to the market price of the common shares at that time. In addition,
    the Rights Plan includes a "Grandfathered Person" exemption whereby
    any shareholder who holder greater than 20% of the issued and outstanding
    commons shares of Northern Dynasty, as of the date of the Rights Plan, is
    deemed not to be making a take-over bid, nor is a Grandfathered Person making
    a take-over bid if they increase their pro rata interest by 1% or less of
    the then outstanding common shares. However, a shareholder will cease to be
    a Grandfathered Person if that shareholder increases its percentage interest
    by more than an additional 1% of the then outstanding common shares. 

    

    The Rights Plan is not being adopted in response to any proposal to acquire
    control of Northern Dynasty. 

      

    The Rights Plan is subject to approval by the TSX Venture Exchange and will
    be presented for ratification by the shareholders at the Northern Dynasty
    annual meeting to be held by no later than early June 2007. If ratified by
    shareholders, the Rights Plan will have a term of three years. 

      

    For further details on Northern Dynasty and the Pebble Project please visit
    the Company's website at www.northerndynasty.com or contact Investor Services
    at (604) 684-6365 or within North America at 1-800-667-2114. Review Northern
    Dynasty's Canadian public filings at www.sedar.com and US public filings
    at www.sec.gov. 
  
Neither
    the TSX Venture Exchange nor any other regulatory authority accepts responsibility
    for the adequacy or accuracy of this release. 

    
  
Forward
    Looking and other Cautionary Information 
  
 This
    release includes certain statements that may be deemed "forward-looking
    statements". All statements in this release, other than statements of
    historical facts, that address estimated resource quantities, grades and contained
    metals, possible future mining, exploration and development activities, are
    forward-looking statements. Although the Company believes the expectations
    expressed in such forward-looking statements are based on reasonable assumptions,
    such statements should not be in any way construed as guarantees of future
    performance and actual results or developments may differ materially from
    those in the forward-looking statements. Factors that could cause actual results
    to differ materially from those in forward-looking statements include market
    prices for metals, the conclusions of detailed feasibility and technical analyses,
    lower than expected grades and quantities of resources, mining rates and recovery
    rates and the lack of availability of necessary capital, which may not be
    available to the Company on terms acceptable to it or at all. The Company
    is subject to the specific risks inherent in the mining business as well as
    general economic and business conditions. For more information on the Company,
    Investors should review the Company's annual Form 20-F filing with the
    United States Securities and Exchange Commission and its home jurisdiction
    filings that are available at www.sedar.com.