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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
NORTHERN DYNASTY MINERALS, LTD.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
66510M204
(CUSIP Number)
NOVEMBER 28, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 66510M204 Schedule 13G Page 2 of 5
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1. Name of Reporting Person Mitsubishi Corporation
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2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [x]
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization Japan
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Number of Shares (5) Sole Voting Power 5,588,700 Shares
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Beneficially (6) Shared Voting Power 0
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Owned by Each (7) Sole Dispositive Power 5,588,700 Shares
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Reporting Person (8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,588,700 Shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [_]
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11. Percent of Class Represented by Amount in Row 9 6.1%
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12. Type of Reporting Person CO
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CUSIP NO. 66510M204 Schedule 13G Page 3 of 5
Item 1. (a) NAME OF ISSUER
Northern Dynasty Minerals, Ltd. (the "Issuer").
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
Suite 1020-800 West Pender Street
Vancouver, British Columbia V6C2V6, Canada
Item 2. (a) NAMES OF PERSONS FILING
This Statement is being filed on behalf of Mitsubishi
Corporation (the "Reporting Person")
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address of the principal business office of the Reporting
Person is 3-1, Marunouchi 2-Chome, Chiyoda-Ku, Tokyo
100-8086, Japan.
(c) CITIZENSHIP
The Reporting Person is a corporation organized under the
laws of Japan.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, no par value (the "Common Stock")
(e) CUSIP NUMBER
66510M204
Item 3. This statement is not being filed pursuant to either Rule 13d-1(b)
or 13d-2(b) or (c).
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
The Reporting Person may be deemed to beneficially own an
aggregate of 5,588,700 shares of Common Stock.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule 13d-3(d),
and there being 92,025,953 shares of Common Stock outstanding
(as reported in the Issuer's report on Form 6-K filed on
November 21, 2007), the Reporting Person may be deemed to
CUSIP NO. 66510M204 Schedule 13G Page 4 of 5
beneficially own approximately 6.1% of the outstanding Common
Stock as of December 5, 2007.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) The Reporting Person has the sole power to vote or direct
the vote, and the sole power to dispose or direct the
disposition of, all such shares of Common Stock.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No person other than the Reporting Person is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any securities owned by
the Reporting Person.
Item 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Item 8. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Item 10. CERTIFICATION
(b) The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP NO. 66510M204 Schedule 13G Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 7, 2007
MITSUBISHI CORPORATION
By: /s/ Mutsumi Kotsuka
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Name: Mutsumi Kotsuka
Title: Member of the Board, Executive Vice
President Group CEO, Metals Group