OMB Number:   3235-0288

Expires: April 30, 2015
 UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 20-F




o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR




x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Forthe fiscal year ended August 31, 2012





OR




o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Forthe transition period from ______ to ______





OR




o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Commission File Number 000-27760





MIRANDA GOLD CORP.


(Exact name of Registrant as specified in its charter)





BRITISH COLUMBIA, CANADA


(Jurisdiction of Incorporation or organization)




Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6


(Address of Principal Executive Offices)




Doris Meyer, +1-604-536-2711 (telephone) +1-604-536-2788 (facsimile), Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6


(Name, Telephone, Email and/or Facsimile number and address of Company contact person)




1




Securities registered or to be registered pursuant to Section 12(b) of the Act:




Title of each Class

Name of each exchange on which registeredNone

N/A




Securities registered or to be registered pursuant to Section 12(g) of the Act:




Common Shares, without par value(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:




N/A(Title of Class)




Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period by the annual report:




53,074,452 common shares




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes oNo x




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


Yes oNo x




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x No o




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).


N/A    Yes o No o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer oAccelerated filer oNon-accelerated filer x




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.




U.S. GAAP o
International Financial Reporting Standards as issued

By the International Accounting Standards Board  x
Other  o







2 | Page





If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.




Item 17 o Item 18 o




If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)




Yes oNo x




(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)




Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


N/A           Yes oNo o




3 | Page




Table of Contents


GLOSSARY OF TERMS AND ABBREVIATIONS
4NOTE ON FORWARD LOOKING INFORMATION
9ITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
12ITEM 2
OFFER STATISTICS AND EXPECTED TIMETABLE
12ITEM 3
KEY INFORMATION
12A.
SELECTED FINANCIAL DATA
12B.
CAPITALIZATION AND INDEBTEDNESS
13C.
REASONS FOR THE OFFER AND USE OF PROCEEDS
13D.
RISK FACTORS
13ITEM 4
INFORMATION ON MIRANDA
20A.
HISTORY AND DEVELOPMENT OF MIRANDA
20B.
BUSINESS OVERVIEW
22C.
ORGANIZATIONAL STRUCTURE
22D.
PROPERTY
23UNRESOLVED STAFF COMMENTS
47ITEM 5
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
48A.
OPERATING RESULTS
48B.
LIQUIDITY AND CAPITAL RESOURCES
49C.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
51D.
TREND INFORMATION
51E.
OFF-BALANCE SHEET ARRANGEMENTS
51F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
51G.
SAFE HARBOR
51ITEM 6
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
52A.
DIRECTORS AND SENIOR MANAGEMENT
52B.
COMPENSATION
55C.
BOARD PRACTICES
57D.
EMPLOYEES
60E.
SHARE OWNERSHIP
60ITEM 7
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
63A.
MAJOR SHAREHOLDERS
63B.
RELATED PARTY TRANSACTIONS
63C.
INTERESTS OF EXPERTS AND COUNSEL
64
  1 | Page
  ITEM 8
FINANCIAL INFORMATION
64A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
64B.
SIGNIFICANT CHANGES
64ITEM 9
THE OFFER AND LISTING
64A.
OFFER AND LISTING DETAILS
64B.
PLAN OF DISTRIBUTION
66C.
MARKETS
66D.
DILUTION
66E.
EXPENSES OF THE ISSUE
66ITEM 10ADDITIONAL INFORMATION
66A.
SHARE CAPITAL
66B.
MEMORANDUM AND ARTICLES OF ASSOCIATION
66C.
MATERIAL CONTRACTS
67D.
EXCHANGE CONTROLS
67E.
TAXATION
67F.
DIVIDENDS AND PAYING AGENTS
74G.
STATEMENT BY EXPERTS
74H.
DOCUMENTS ON DISPLAY
74I.
S UBSIDIARY INFORMATION
74
  ITEM 11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
74ITEM 12
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
75ITEM 13
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
75ITEM 14
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
75ITEM 15
CONTROLS AND PROCEDURES
75ITEM 15T
CONTROLS AND PROCEDURES
76ITEM 16
[RESERVED]
76  ITEM 16A
AUDIT COMMITTEE FINANCIAL EXPERT
76ITEM 16B
CODE OF ETHICS
76ITEM 16C
PRINCIPAL ACCOUNTANT FEES AND SERVICES
77ITEM 16D
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
77ITEM 16E
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
77ITEM 16F
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
78ITEM 16G
CORPORATE GOVERNANCE
78
  2 | Page
 
 ITEM 17
FINANCIAL STATEMENTS
79ITEM 18
FINANCIAL STATEMENTS
79ITEM 19
EXHIBITS
79
 Responses to Items 1,2,3B,3C,9B,9D,9E,9F,10A,10F,10G and 12 are only required in Securities Act filings in connection with offerings.
 
 3 | Page


GLOSSARY OF TERMS AND ABBREVIATIONS




Advance Royalty
The prepayment of a designated amount (the advance royalty) prior to actual mine production. The advance royalty payments may be deductible from future production royalties.Agnico
Agnico-Eagle (USA) Limited is a subsidiary of Agnico-Eagle Mines Limited a mining company listed on the Toronto Stock Exchange. The Company had an option agreement with Agnico on the Ester Dome project.Alluvial
A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.Alteration
Refers to process of changing primary rock minerals (such as quartz, feldspar and hornblende) to secondary minerals (quartz, carbonate, and clay minerals) by hydrothermal fluids (hot water).Anomaly
A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.Assay
An analysis to determine the presence, absence and quantity of one or more metallic components.Au/t
Gold per tonBarrick
Barrick Gold U.S. Inc. is a subsidiary of Barrick Gold Corporation a mining company listed on the Toronto and New York Stock Exchanges.  Barrick is a former partner of the Company on the Red Hill and Fuse properties.Basement
Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata.Battle Mountain-Eureka Gold Trend
The Battle Mountain-Eureka Gold Trend is about 10 miles wide and 160 miles long. It is sub-parallel to and about 50 miles west of the Carlin Trend. Deep crustal features are believed to be responsible for these trends.BLM
Bureau of Land ManagementBreccia
A coarse–grained clastic rock composed of angular broken fragmentsCarbonate rocks
Limestone or other rocks whose major component is CaCO3Carlin-style gold system
A type of gold deposit characterized by microscopic gold disseminated in fine grained silty limestone.  This deposit type was first recognized in Carlin, Nevada. “System” refers to the larger area of alteration that surrounds such a deposit.Carlin Gold Trend
North-central Nevada is home to the Carlin Gold Trend, a northeast alignment of gold deposits, primarily in Paleozoic limy sediments, that is about 10 miles wide and 100 miles long.  Carlin refers to a style of mineralization that is seen around the world.CIM
The Canadian Institute of Mining, Metallurgy and PetroleumCIM Standards
The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council as amended.Claim
Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.




4 | Page




Cortez Gold Trend
The Cortez Gold Trend is a west-northwest trending internal segment of the central portion of the Battle Mountain-Eureka Gold Trend.  The Cortez Gold Trend is approximately 5 miles wide and 20 miles long.Cretaceous
A period of geological time ranging from approximately 145 to 65 million years before present.CSAMT
Controlled Source Audio-frequency Magnetotellurics is a commonly-used, surface-based geophysical method which provides resistivity information of the subsurface.Diamond Drill
A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.Dike
A tabular intrusion, meaning it is sheet- or slab-like, and which cuts across or through the host rocks. Dikes vary from a few inches to many tens of feet in thickness and may extend for several miles.Epithermal
Hydrothermal mineral deposit formed within 1 kilometer of the earth’s surface, in the temperature range of 50–200°C.ExpoGold
ExpoGold Colombia S.A. is the optionor of the Pavo Real and Cajamarca projects in Colombia.Fault
A break, or breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.Feasibility Study
A detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.Geochemical exploration
Exploration or prospecting methods depending on chemical analysis of the rocks or soil, or of soil gas or of plants.Geological mapping
A means of producing graphical images in plan (a map) of the geology (rock and fault contacts and alteration for example).Geophysics
Geological exploration or prospecting using the instruments and applying the methods of physics and engineering; exploration by observation of seismic or electrical phenomena or of the earth’s gravitational or magnetic fields or thermal distribution.Gravity highs
Gravity surveys measure the relative density of earth materials. Gravity highs are relatively high-density responses. In gravel-covered terrains gravity highs are inferred as relatively shallow rocks. Gravity lows in gravel-covered terrains are inferred as more deeply buried rocks.Hectare
A square of 100 meters on each side, or 2.471 acresHorst
An elongate block of up faulted rockHydrothermal
Processes associated with heated or superheated water, especially mineralization or alteration.Igneous Rock
Rock which formed directly by crystallization from magma.Intrusion
A general term for a body of igneous rock formed below the surface.




5 | Page




Intrusive
The process of, and rock formed by, intrusion.Induced Polarization (“IP”)
A method of ground geophysical surveying employing an electrical current to determine certain rock characteristics indicative of or related to mineralization.Low sulfidation
A name applied to gold deposits comprising banded quartz veins that are characterized by no clear association with an intrusive.  Low (and high) sulfidation refers to the chemical state of fluids that produce these veins.Magneto Telluric survey (“MT”)
A survey designed to test the basement depths, and prominent faults, the results of which guide drilling targets in pediment areas.MAD I
Miranda Gold Colombia I is the Company’s B.C. holding company that holds the Company’s share interests in MAD II, Rovira Mining Limited (formerly MAD III), MAD IV, and MAD V.MAD II
Miranda Gold Colombia II is a B.C. company with a Colombian branch that is the Company’s exploration arm in Colombia.MAD III
Miranda Gold Colombia III is a B.C. company with a Colombian branch that is the optionee of the Company’s Pavo Real project in Colombia.  Red Eagle changed the name of the Company to Rovira Mining Limited.MAD IV
Miranda Gold Colombia IV is a B.C. company with a Colombian branch of that is the lessee of the Company’s Cajamarca project in Colombia.MAD V
Miranda Gold Colombia V is a B.C. company with a Colombian branch organized to hold a mineral property option/lease that is under negotiation.Mercury soil gas anomalies
Many gold deposits produce associated mercury gas.  Mercury gas anomalies refer to mercury gas measurements of interest to gold exploration.Mineralization
A mineralized body or mineralization as defined by the Securities and Exchange Commission has been intersected by sufficient closely spaced drill holes and/or sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration-development work.  This mineralized body does not qualify as a commercially mineable ore body, as prescribed under Securities and Exchange Commission standards, until a final and comprehensive economic, technical and legal feasibility study based upon the test results is concluded and supports Proven/Probable Reserves.Mineralized Deposit
A mineralized body which has been delineated by drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s).  Under SEC standards, such a deposit does not qualify as a reserve until comprehensive evaluation, based on unit cost, grade, recoveries and other factors, concludes economic feasibility.Montezuma
Montezuma Mines Inc. is a subsidiary of CMQ Resources Inc. a mineral exploration company listed for trading on the TSX.V.  The Company has an option agreement with Montezuma on the Red Canyon property.Navaho
Navaho Gold PTY Ltd. is a subsidiary of D’Aguilar Gold Limited an Australian listed mineral company.  The Company has an option agreement with Navaho on the TAZ property.




Net Smelter Return (“NSR”)
A return based on the actual sale price received less the cost of refining at an off-site refinery.Nevada North
Nevada North Resources (USA) Inc. is a private company that is the lessor of the Coal Canyon and Red Hills properties.  Ken Cunningham, Miranda’s CEO is entitled to 10% of any receipts Nevada North receives from the Coal Canyon and Red Hills properties.Newmont
Newmont USA Limited, a subsidiary of Newmont Mining Corporation was a former partner on Miranda’s Red Canyon property.NI 43-101
National Instrument 43-101 defines and regulates public disclosure in Canada for mineral projects and it relies on resource and reserve classification as defined by CIM.NuLegacy
NuLegacy Gold Corporation a mineral exploration company listed on the TSX.V.  The Company has an option agreement with NuLegacy on the Red Hill and Coal Canyon properties.oz Au/t
Troy ounces of gold per short (also known as imperial) ton.Option agreement
An agreement with a company or another party who can exercise certain options and increase their interest in a property by making periodic payments to the optionor by exploring, developing, or producing from the optionor’s property.Ounce (troy)
31.103 gramsOre
Naturally occurring material from which minerals or metals of economic value can be extracted at a profit.Oxide
Means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation is an important geologic process for the precious metals industry as it tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.Ppb
Parts per billionPpm
Parts per millionPathfinder
Trace elements,generally including arsenic, antimony, mercury, and thallium, associated with gold that may have a wider dispersion than gold and thus indirectly provide a vector (or a path) to gold ore.Pediment
Gently inclined planate erosion surfaces carved in bedrock and generally veneered with fluvial gravels.  They occur between mountain fronts and valleys or basin bottoms and commonly form extensive bedrock surfaces over which the erosion products from the retreating mountain fronts are transported to the basins.Ramelius
Ramelius Resources Ltd. a company listed on the ASX.  The Company has an option agreement with Ramelius on the Angel Wing property and did have an option agreement on the Big Blue property until it was terminated in fiscal 2012.Range
Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.




6 | Page




Red Eagle
Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V.  Red Eagle is the Company’s partner in MAD III and MAD IV.Resistivity survey
A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.Reverse-circulation drill
A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.Royalty interest
Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced.  A common form of royalty interest is based on the net smelter return.SA
Shareholder’s Agreement - an agreement that defines the funding and management of a private company.  The Company entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).Sample
A small amount of material that is supposed to be typical or representative of the object being sampled.Sedimentary
A rock formed from cemented or compacted sediments.Sediments
The debris resulting from the weathering and breakup of pre-existing rocks.Sedimentary Rock
Rock formed by the process of erosion and deposition.Shale
A sedimentary rock consisting of silt or clay-sized particles cemented together.Silicification
Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.SPA
Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company.  The Company entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).Stockwork
A large number of cross-cutting veins and veinlets.Strike
When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.Strike length
Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.Sulphide (Sulfide)
A compound of sulphur (sulfur) and some other metallic element.Tertiary
The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.Teslin River
Teslin River Resources Corp. (formerly Queensgate Resources Corporation) – a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged with Teslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012 as part of the Mustang property purchase.TSX.V
The TSX Venture ExchangeTon
Short (also known as imperial) ton (2,000 pounds)




7 | Page




Tonne
Metric (also known as long) tonne (1.102 short tons, 2,240 pounds)Tuff
Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.Vein
Generally, a fissure in the earth containing a body of minerals.Volcaniclastic
Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).White Bear
White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties.  The Company owns 200,000 shares of White Bear that trade on the TSX.V.




NOTE ON FORWARD LOOKING INFORMATION




This Annual Report contains certain forward-looking information and forward-looking statements as defined in applicable securities laws.  These statements relate to future events or the Company’s future performance.  All statements other than statements of historical fact are forward-looking statements.  The use  of  any  of  the  words  "anticipate",  "plan",  "continue",  "estimate", "expect",  "may",  "will",  "project", "predict",   "potential",   "should", "believe"  and similar  expressions  is  intended to identify  forward-looking statements.  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.  These statements speak only as of the date of this Annual Report. These forward-looking statements include but are not limited to, statements concerning:




·
The Company’s strategies and objectives;


·
The Company’s interest and other expenses;


·
The Company’s tax position and the tax rates applicable to us;


·
Political  unrest or  instability  in foreign countries and its impact on the Company’s foreign assets;


·
The  timing  of  decisions   regarding   the  timing  and  costs  of construction and production with respect to, and the issuance of the necessary permits and other authorizations required for, certain of the Company’s exploration development projects;


·
The Company’s  estimates  of the  quantity  and quality of the Company’s mineral reserves and resources;


·
The Company’s planned  capital  expenditures  and the Company’s estimates of reclamation and other costs related to environmental protection;


·
The Company’s future capital costs, including the costs and potential  impact of complying with existing and proposed environmental laws and regulations in the operation and closure of various operations;


·
The Company’s financial and operating objectives;


·
The Company’s exploration, environmental, health and safety initiatives;


·
The availability  of  qualified   employees  for  the Company’s  operations; and


·
The outcome of legal proceedings and other disputes in which we are involved.





Inherent in forward-looking statements are risks and uncertainties beyond the Company’s ability to predict or control, including:





·
Risks that may affect the Company’s operating or capital plans;


·
Risks generally  encountered in the development of mineral  properties  such as:


o
unusual  or  unexpected  geological  formations,


o
unanticipated  metallurgical  difficulties,


o
ground control problems,


o
adverse weather  conditions, and


o
process  upsets  and  equipment   malfunctions;


·
Risks associated  with labor  disturbances  and  unavailability  of skilled labor;




8 | Page




·
Risks associated with market  prices of the Company’s  principal  commodities,  which  are cyclical and subject to substantial price fluctuations;


·
Risks created through competition for mining properties;


·
Risks associated with having little or no history of production;


·
Risks associated with mineral reserve and resource estimates;


·
Risks posed by fluctuations in exchange rates and interest rates, as well as general economic  conditions;


·
Risks associated with  environmental compliance and changes in  environmental  legislation  and  regulation;


·
Risks associated with dependence on third party consultants and non-performance by  contractual   counterparties;


·
Risks   associated  with title claims and other title, license and permit risks;


·
Social and political  risks associated with operations in foreign countries;


·
Risks of changes in tax or royalty laws or their interpretation;


·
Risks associated with tax reassessments and legal proceedings;


·
Risks associated with the loss of key personnel;


·
Risk related to indemnification of officers and directors;


·
Risks related to having limited financial resources;


·
Risk of dilution to present and prospective shareholdings;


·
Credit risk; and


·
Share price fluctuation risk.





Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Annual Report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:





·
General business and economic conditions;


·
Interest rates and foreign exchange rates;


·
The  supply  and  demand  for,  deliveries  of,  and the  level  and volatility  of prices of gold and silver;


·
The timing of the receipt of regulatory and  governmental  approvals for the Company’s development projects and other operations;


·
The  availability  of  financing  for the Company’s  development  projects  on reasonable terms;


·
The Company’s costs of production and the Company’s production and productivity  levels, as well as those of the Company’s competitors;


·
The Company’s ability to secure adequate transportation for the Company’s products;


·
The Company’s ability to procure  mining  equipment and operating  supplies in sufficient quantities and on a timely basis;


·
The Company’s ability to attract and retain skilled staff;


·
The  impact of  changes  in foreign exchange rates on the Company’s costs and results;


·
Engineering and construction timetables and capital costs for the Company’s development and expansion projects;


·
Costs of closure of various operations;


·
Market competition;


·
The accuracy of the Company’s reserve  estimates  (including,  with respect to size, grade and recoverability) and the geological,  operational and price assumptions on which these are based;


·
Tax benefits and tax rates;


·
The resolution of environmental  and other  proceedings or disputes; and


·
Ongoing relations with the Company’s employees and with the Company’s business partners.




The reader is cautioned that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. The reader should also carefully consider the matters discussed under “Risk Factors" in this Annual Report. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise.




9 | Page





PART I




ITEM 1                      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




ITEM 2                      OFFER STATISTICS AND EXPECTED TIMETABLE




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




ITEM 3                      KEY INFORMATION




A.                      Selected Financial Data




The following financial information has been extracted from Miranda Gold Corp.’s (the “Company”, “Miranda”, “we”, “us”, “our”, “ours”) consolidated financial statements for the years indicated and is expressed in Canadian dollars.  The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting standards Board and Interpretations of the International Financial Reporting Interpretations Committee.  The policies applied in the financial statements are based on the IFRS issued and outstanding as at the date the Board of directors approved the financial statements for issue.  Prior to adoption of IFRS, the Company’s financial statements were prepared in accordance with Canadian Generally Accepted Accounting Principles.




The information should be read in conjunction with “Item 5.  Operating and Financial Review and Prospects – A. Operating Results and B. Liquidity and Capital Resources,” and the consolidated financial statements of Miranda filed herewith.




In this Annual Report all currency refers to Canadian Dollars (Cdn$) unless indicated otherwise.




The following table summarizes information pertaining to operations of Miranda for the last two fiscal years ended August 31.




For the Year Ended August 31




2012

IFRS
2011

(Restated IFRS)$
$Operating Revenue
Nil
NilLoss for the year
3,638,037
3,698,003Loss per share:

basic and diluted
(0.07)
(0.07)Total assets
5,889,880
9,072,206Total liabilities
232,792
178,392Working capital
5,249,511
8,415,324Net assets
5,657,088
8,893,814Capital stock
26,591,533
26,502,488Dividends per share
Nil
NilWeighted average numberof shares outstanding
52,927,922
52,435,384





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The following table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2008 through to August 31, 2012.




U.S. Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial Years




AverageNoon rateFor the Year Ended August 31, 2012
1.009For the Year Ended August 31, 2011
0.989For the Year Ended August 31, 2010
1.045For the Year Ended August 31, 2009
1.179For the Year Ended August 31, 2008
1.007




The following table sets out the high and low intra-day rates of exchange for the Canadian dollar for each month during the previous six months.




U.S. Dollar/Canadian Exchange Rates for Previous Six Months




June

2012
July

2012
August

2012
September

2012
October

2012
November

2012High
1.0313
1.0163
0.9947
0.9808
0.9896
0.9991Low
1.0248
1.0116
0.9907
0.9759
0.9846
0.9951




The value of the noon U.S. Dollar in relation to the Canadian Dollar was $0.9872 as of December 10, 2012.




B.                      Capitalization and Indebtedness




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




C.                      Reasons for the Offer and Use of Proceeds




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




D.                      Risk Factors




An investment in our common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information that we file with the Securities and Exchange Commission and with Canadian securities regulators before investing in our common shares. The risks described below are not the only ones faced.  Additional risks that we are either unaware of, or we are aware of, but we currently believe are immaterial, may become important factors that affect our business. If any of the following risks occur, or if others occur, our business, operating results and financial condition could be seriously harmed and the investor may lose all of their investment.




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Exploration Funding partner and Joint Venture Risks






Miranda holds its mineral properties either directly, through mineral leases, or via option agreements.  Our preferred approach is to joint venture our properties to other companies for their further more advanced exploration and development by way of exploration agreements with options to joint venture.  Miranda’s interests in these projects are subject to the risks normally associated with the conduct of joint ventures.  The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Miranda’s profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on Miranda’s future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to proceed with exploration programs and how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.




We may, in the future, be unable to meet our share of costs incurred under option or joint venture agreements to which we are a party and we may have our interest in the properties subject to such agreements reduced or terminated as a result.  Furthermore, if other parties to such agreements do not meet their share of such costs, we may be unable to finance the cost required to complete recommended programs.  In many joint ventures or option arrangements, we would give up control over decisions to commence work and the timing of such work, if any.




Enactment of Government Legislation May Significantly Affect the Mining Industry




In the U.S., certain of Miranda’s exploration properties occur on unpatented lode mining claims that are on federal lands that are subject to federal mining and other public land laws. Changes in such laws or regulations promulgated under such laws could affect mine development and expansion and significantly increase regulatory obligations and compliance costs with respect to exploration, mine development, mine operations and closure and could prevent or delay certain operations by the Company.  Changes to the mining laws are frequently proposed in the US Congress. The most recent proposed changes to the mining law were contained in President Obama‘s proposed budget, which included a proposal to replace the land tenure provisions of the mining law with a leasing program and to impose a 5% gross royalty on minerals produced under the new leasing system. The proposal appears to grandfather existing rights. The budget proposal included no legislative language so the exact parameters of the proposal are uncertain. It is uncertain whether the proposal will be part of any budget that is ultimately approved.





Possible country risk doing business in Colombia




The Company currently has several option agreements to acquire projects located in Colombia. The Company is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mineral concessions or other mineral rights, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mining industry.  Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business.  Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and/or site safety.




Although Colombia has a long-standing tradition respecting the rule of law, which has been bolstered in recent years by the present, and former government's policies and programs, no assurances can be given that the Company's plans and operations will not be adversely affected by future developments in Colombia. The Company's property interests and proposed exploration activities in Colombia are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, and changing political conditions and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company. Colombia is home to South America's largest and longest running insurgency. While the situation has improved dramatically in recent years, there can be no guarantee that the situation will not again deteriorate. Any increase in kidnapping, gang warfare, homicide and/or terrorist activity in Colombia generally may disrupt supply chains and discourage qualified individuals from being involved with the Company's operations.




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Additionally, the perception that matters have not improved in Colombia may hinder the Company's ability to access capital in a timely or cost effective manner. Any changes in regulations or shifts in political attitudes are beyond the Company's control and may adversely affect the Company's business.





Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income and/or mining taxes, expropriation of property, environmental legislation and mine and/or site safety.





Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.




Our long-term success depends on our ability to identify mineral deposits on our existing properties and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labour. The success of gold, silver and other commodity exploration is determined in part by the following factors:





·
the identification of potential mineralization based on surficial analysis;





·
availability of government-granted exploration permits;





·
the quality of our management and our geological and technical expertise; and





·
the capital available for exploration.





Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate significantly; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.





We have no history of producing metals from our mineral properties.




We have no history of producing metals from any of our properties.  Our properties are all exploration stage properties in various stages of exploration.   Advancing properties from exploration into the development stage requires significant capital and time and successful commercial production from a property, if any, will be subject to completing positive feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure.  As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:





·
completion of feasibility studies to define reserves and commercial viability, including the ability to find sufficient gold reserves to support a commercial mining operation;





·
the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;




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·
the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;





·
the availability and cost of appropriate smelting and/or refining arrangements, if required;





·
compliance with environmental and other governmental approval and permit requirements;





·
the availability of funds to finance exploration, development and construction activities, as warranted;





·
potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and





·
potential increases in exploration, construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies.





The costs, timing and complexities of exploration, development and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies.  It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up.  Accordingly, our activities may not result in profitable mining operations and we may not succeed in establish mining operations or profitably producing metals at any of our properties.




Financial Risk




Prior to completion of Miranda’s exploration programs, we anticipate that we will incur increased operating expenses while realizing minimum revenues.  Miranda expects to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history in Miranda upon which to base any assumption as to the likelihood that we will prove successful, and Miranda can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.




As we do not have revenues, we will be dependent upon future financings to continue our plan of operation.




We have generated minimal revenues from our business activities since our incorporation.  Our plan of operations involves the completion of exploration programs on our mineral properties.  There is no assurance that these exploration activities will result in the establishment of commercially exploitable mineral deposits on our mineral properties.  Even if commercially exploitable mineral deposits are discovered, we will require substantial additional financing in order to carry out the full exploration and development of our mineral properties before we are able to achieve revenues from sales of mineral resources that we are able to extract.




If we raise additional funding through equity financings, then our current shareholders will suffer dilution.




We will require additional financing in order to complete full exploration of our mineral properties.  We anticipate that we will have to sell additional equity securities including, but not limited to, our common stock, share purchase warrants or some form of convertible security.  The effect of additional issuances of equity securities will result in dilution to existing shareholders.




We have incurred losses and there is no assurance that we will ever be profitable or pay dividends.




We have incurred losses in the past and will continue to experience losses unless and until we can derive sufficient revenues from our properties.  We have no history of earnings or of a return on investment, and there is no assurance that any of the properties that we have or will acquire will generate earnings, operate profitably or provide a return on investment in the future.  We have no plans to pay dividends for some time in the future.  The future dividend policy of Miranda will be determined by its Board.




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Dependence on Key Personnel





Our success is highly dependent upon the performance of key personnel working full-time in management, supervisory and administrative capacities or as consultants. The loss of the services of our senior management or key personnel could have a material and adverse effect on Miranda and our business and results of operations.





Reliance on Independent Contractors





Our success depends to a significant extent on the performance and continued service of certain independent contractors. We or our exploration funding partners contract the services of professional drillers and others for exploration, environmental, construction and engineering services. Poor performance by such contractors or the loss of such services could have a material and adverse effect on Miranda and our business and results of operations and result in us failing to meet our business objectives.





Competition




The business of mineral exploration and mining is competitive in all of its phases.  In the search for and acquisition of prospective mineral properties, Miranda competes with other companies and individuals, including competitors having financial and other resources equal to or greater than that of Miranda.  Miranda’s ultimate success will therefore depend on the extent to which our existing properties are developed, as well as our ability to compete for and acquire suitable producing properties or prospects for mineral exploration in the future, together with our ability to secure adequate financing.




Compliance with Government Regulations




All phases of Miranda’s operations are subject to environmental regulation.  Environmental legislation is evolving toward stricter standards and more vigorous enforcement, including increased fines and penalties for non-compliance. Regulatory requirements encompass more stringent environmental assessment of project proposals, and impose greater responsibilities on corporations and their directors, officers and employees.  Future changes in environmental regulatory requirements may result in more complex, costly and time-consuming procedures.  The operations of Miranda and the further exploration and the development of our properties require various licenses and permits and will be subject to ongoing regulation. There can be no guarantee that Miranda will be able to obtain or maintain all permits and licenses that may be required for our activities. Currently, Miranda does not have any properties on which commercial mining operations are carried out.




Risks Associated with Mining




Miranda’s operations are subject to all of the hazards and risks normally incident to the exploration for and development and production of precious minerals, any of which could result in damage for which Miranda may be held responsible. Hazards such as unusual or unexpected rock formations, landslides, flooding or other adverse conditions may be encountered in the drilling and removal of material.  While Miranda may obtain insurance against certain risks in such amounts as we consider adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage.  There are also risks against which Miranda cannot insure or against which we may decide not to insure.  The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, adversely affecting Miranda’s earnings and competitive position in the future and potentially, our financial position.




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We do not maintain insurance with respect to certain high-risk activities, which exposes us to significant risk of loss




Mining operations generally involve a high degree of risk.  Hazards such as unusual or unexpected formations or other conditions are often encountered.  Miranda may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it cannot maintain insurance at commercially reasonable premiums.  Any significant claim would have a material adverse affect on Miranda’s financial position and prospects.  Miranda is not currently covered by any form of environmental liability insurance, or political risk insurance, since insurance against such risks (including liability for pollution) is prohibitively expensive Miranda may have to suspend operations or take cost interim compliance measures if Miranda is unable to fully fund the cost of remedying an environmental problem, if it occurs.




Fluctuations in foreign currency exchange rates may increase Miranda’s operating expenditures




Miranda raises its equity in Canadian dollars and its exploration expenditures are generally denominated in either United States dollars or Colombian Pesos.  As a result, Miranda’s expenditures are subject to foreign currency fluctuations.  Foreign currency fluctuations may materially and adversely increase Miranda’s operating expenditures and reduce the amount of exploration activities that we are able to complete with our current capital. Miranda does not engage in any hedging or other transactions to protect itself against such currency fluctuations.




Our directors and officers may have conflicts of interest as a result of their relationships with other companies.





Some of the directors and officers of Miranda are directors and officers of other companies, some of which are in the same business as the Company. Some of Miranda’s directors and officers will continue to pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, and situations may arise where they will be in direct competition with the Company. Miranda’s directors and officers are required by law to act in the best interests of the Company. They may have the same obligations to the other companies in respect of which they act as directors and officers. Discharge of their obligations to the Company may result in a breach of their obligations to the other companies and, in certain circumstances; this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.





RISKS RELATED TO MIRANDA’S SECURITIES AND THIS OFFERING




Likely Passive Foreign Investor Company (“PFIC”) Status Has Possible Adverse Tax Consequences for U.S. Investors




Potential investors who are U.S. taxpayers should be aware that Miranda expects to be a passive foreign investment company ("PFIC") for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in subsequent years. If Miranda is a PFIC for any year during a U.S. taxpayer's holding period, then such U.S. taxpayer generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the shares of Miranda. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Miranda’s net capital gain and ordinary earnings for any year in which Miranda is a PFIC, whether or not Miranda distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer's tax basis therein. U.S. taxpayers are advised to seek the counsel of their professional tax advisors.




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We have never declared or paid cash dividends on Miranda’s common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business.





We do not anticipate paying cash dividends on Miranda’s common shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of Miranda’s Board and will depend on Miranda’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board considers relevant.




Accordingly, investors will only see a return on their investment if the value of Miranda’s securities appreciates.




The market for our common shares has been volatile in the past, and may be subject to fluctuations in the future.





The market price of Miranda’s common shares has ranged from a high of $0.50 and a low of $0.24 during the twelve month period ended November 30, 2012. See “Market for Common Equity and Related Shareholder Matters”.




The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of Miranda, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock.  The effect of these and other factors on the market price of Miranda’s common shares in the future cannot be predicted.  The lack of an active public market could have a material adverse effect on the price of Miranda’s common shares.




There is no market for our common shares in the United States and you may not be able to readily sell your common shares





There is currently no market for our common shares in the United States.  We cannot assure you that any trading market for our shares will develop in the United States.  Consequently, you may not be able to readily sell your common shares.





Substantial Number of Authorized but Unissued Shares




Miranda has an unlimited number of common shares which may be issued by the Board of Directors without further action or approval of Miranda’s shareholders. While the Board of Directors is required to fulfill its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company’s shareholders.




We are a foreign corporation and have officers and directors resident outside the United States, which could make it difficult for you to effect service of process or enforce a judgment by a U.S. court.





We are incorporated under the laws of the Province of British Columbia, Canada and some of our directors and officers are residents in jurisdictions outside the United States.  Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon certain of our directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the laws of the United States.  A judgment of a U.S. court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter.




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ITEM 4             INFORMATION ON MIRANDA




A.                      History and Development of Miranda




Miranda Gold Corp. was incorporated as Miranda Industries Inc. under the British ColumbiaCompany Act (the “Company Act”) on May 4, 1993, by the registration of its memorandum and articles.




On August 3, 2001, Miranda altered its memorandum by changing our name to "Thrush Industries Inc.", consolidating our share capital on a one-for-five basis, and increasing our authorized share capital to 100,000,000 common shares without par value.  Effective April 15, 2002, Miranda changed its name to Miranda Diamond Corp. There was no consolidation of capital.  Effective January 30, 2003, Miranda changed its name to Miranda Gold Corp. to better reflect the focus of Miranda. There was no consolidation of capital.




In March 2004, the Province of British Columbia adopted the Business Corporations Act (British Columbia) (the “Business Corporations Act”) which replaced the Company Act and is designed to provide greater flexibility and efficiency for British Columbia companies.  The Business Corporations Act contains many provisions similar to those contained in corporate legislation elsewhere in Canada.  The Business Corporations Act also uses new forms and terminology, most particularly a “Memorandum” is now called a “Notice of Articles”.  We took the necessary steps to bring our charter documents into conformity with the Business Corporations Act and to that end we filed our Notice of Articles, which replaces our “Memorandum”, with the British Columbia Registrar of Companies.




We filed a Notice of Alteration with the British Columbia Registrar of Companies that removed certain pre-existing provisions under the Company Act and amended our authorized capital such that our authorized capital now consists of an unlimited number of common shares without par value.  This change to our authorized capital was effective September 22, 2005.




Miranda's head office is located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada V4B 1E6. The contact person is Doris Meyer, Chief Financial Officer and Corporate Secretary.  The telephone number is +1 (604) 536-2711 and the facsimile number is +1 (604) 536-2788.




Principal capital expenditures / divestitures over the last three fiscal years




Fiscal year ended August 31, 2010




On September 1, 2009, Miranda staked the Moxen claims as an expansion of the Big Blue Project.




On October 1, 2009, Miranda signed an exploration agreement with option to form a joint venture with NuLegacy to earn an interest in Miranda’s Red Hill property.




In October 2009 Miranda staked certain claims known as the TAZ property.  Miranda also paid a finder’s fee of $2,081 and granted a 1% NSR on the TAZ claims.




On October 28, 2009, Miranda leased certain state mining claims from Range comprising the Ester Dome project in the Fairbanks Mining District, Alaska.




On December 2, 2009, the Company executed an Association Agreement by and among ExpoGold, the Company and MAD II; and the Colombian branch of MAD II  to secure a 360-day first right of refusal to lease any of the 45 license applications in Colombia controlled by ExpoGold.




On April 20, 2010, Miranda terminated its mining lease on the Iron Point property after White Bear terminated its November 22, 2006, exploration and option to joint venture agreement on the property.  Miranda maintained a core claim position on this property.




On May 6, 2010, the Company signed an exploration and option to enter into a joint venture agreement with Ramelius to earn an interest in the Big Blue property.




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White Bear was unable to fulfill its obligations under a May 15, 2007 (as amended) exploration earn-in agreement on the Angel Wing property and the agreement was terminated on July 2, 2010.




On June 24, 2010, the Company executed the Pavo Option agreement by and among ExpoGold, the Company, and the Company’s subsidiary MAD III; and the Colombian branch of MAD III to acquire the Pavo Real mining interest.  The terms of the Pavo Option were agreed to in the Association Agreement.




On June 25, 2010, the Company entered into a SPA and SA with Red Eagle. The SPA and SA agreements became effective on June 24, 2010.  Pursuant to the SPA, Miranda assigned 70% of the shares of MAD III to Red Eagle.  To maintain its 70% shareholding in MAD III, Red Eagle must make an aggregate US$4,000,000 contribution to MAD III within the next four years.  These funds will be used to fund exploration work at the Pavo Real project.




On August 2, 2010, Queensgate terminated its exploration earn-in agreement on the BPV, CONO, and Coal Canyon properties.  Miranda terminated the underlying leases on BPV and CONO and wrote-off the costs of those properties.  The Coal Canyon property lease will be maintained for future exploration and possible joint venture.




During the fiscal year ended August 31, 2010, Miranda staked certain claims known as the “NC” claims near the Red Canyon property that is currently under an exploration agreement with Montezuma.  Certain of these new claims fell within the area of interest boundary with the Red Canyon Corporation and are now included in the Red Canyon exploration agreement.  The remaining claims constitute Miranda’s HOG property.




Fiscal year ended August 31, 2011




On September 17, 2010, the Company signed an exploration and option to enter joint venture agreement with Ramelius to earn an interest in the Company’s Angel Wing property.




Effective on October 1, 2010, the Company signed an exploration and option to enter joint venture agreement with Agnico to earn an interest in the Company’s Ester Dome property in Alaska.




On December 20, 2010, NuLegacy and the Company signed an amendment to the Red Hill exploration agreement with option to joint venture, adding the Coal Canyon property.




On February 11, 2011, the Company signed a letter agreement with Navaho setting out an exploration and option to joint venture on the TAZ property.




Effective September 19, 2011, the Company entered into a SPA and SA with Red Eagle. Pursuant to the SPA, Miranda assigned 70% of the shares of MAD IV to Red Eagle.  To maintain its 70% shareholding in MAD IV, Red Eagle must make an aggregate US$4,000,000 contribution to MAD IV within the next five years.  These funds will be used to fund exploration work collectively at the Cajamarca project.




During the fiscal year ended August 31, 2011, Miranda staked certain claims known as the East Spruce project in the South Pequop Mountains in Elko County and the Rook project in the Roberts Mountains in Eureka County, both in Nevada.




Fiscal year ended August 31, 2012 and subsequent




On December 6, 2011, Red Eagle terminated the Fresno portion of the Cajamarca SPA and SA agreement with MAD IV, and on December 6, 2011, Miranda terminated the Fresno Option Agreement with ExpoGold, and wrote off the residual asset of $33,600.





On April 12, 2012 Navaho Gold requested a relaxation of the 2012 work commitment at Taz due to uncertain markets in Australia. On June 11, 2012, the two companies signed a variation to the exploration and option to enter mining venture agreement which in effect suspected the 2012 work commitment and replaced it with a modest sampling program and assurance that claim fees would be paid.




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On July 17, 2012, Miranda and Agnico entered into a non-binding letter of agreement concerning a strategic alliance to pursue precious metal exploration opportunities in central Colombia.





On July 29, 2012, Ramelius terminated its May 6, 2010, exploration and option to enter into a joint venture agreement on the Big Blue property.





On September 1, 2012 the PPM claims were voided when the Company elected not to pay the BLM maintenance fees.





On September 25, 2012, Miranda received a notice of termination from Agnico on the Ester Dome project in Alaska.  Miranda, in turn, terminated the lease with Range Minerals on September 26, 2012, and wrote off the residual asset of $52,865.





Effective October 15, 2012, Miranda acquired the Mustang project in the Walker Lane, Nye County, Nevada, from Teslin River.





In October 2012, Miranda staked the Kibby Flats property in the Walker Lane, Esmeralda County, Nevada.





During the fiscal year ended August 31, 2012, Miranda staked certain claims known as the Fuse project in Eureka County, Nevada.





The specific terms of all these property transactions and exploration activity are described in more detail later in this Section in Item 4D “Property”.





None of Miranda’s properties are beyond the exploration stage and there is no assurance that any of our mining properties contain a commercially viable ore body until further exploration work is done.





B.                      Business Overview





Miranda is in the natural resource sector engaged in the acquisition, exploration and, given the proper situation, development of mineral properties.  Our primary focus is on gold exploration.  Miranda’s business model is to identify and secure mineral resource properties for which it seeks suitable joint venture partners.  Once partners are found, the partners fund exploration to earn an interest in the project.




The majority of the Company’s exploration projects are in Nevada with a group of projects in Colombia.  The Nevada projects include the Redlich project located in Esmeralda County; the Big Blue project located in Lander County; Coal Canyon, Fuse, HOG, Red Canyon, Red Hill, Rook and TAZ projects located in Eureka County; the Iron Point project located in Humboldt County; and the Angel Wing and East Spruce projects located in Elko County.  New projects acquired subsequent to August 31, 2012, include the Mustang project located in Nye County, and the Kibby Flats project located in Esmeralda County, Nevada.




The Company’s Colombian projects include the Pavo Real and Cajamarca exploration projects.




We have built a track record of successful project definition and acquisitions.  We share project risk by joint venturing properties thus providing our shareholders exposure to numerous gold exploration projects while at the same time conserving our treasury.




C.                      Organizational Structure




We have two active wholly owned subsidiaries: one being Miranda U.S.A., Inc., which was incorporated under the laws of the State of Nevada; the other being Miranda Gold Colombia I Ltd. (“MAD I”), which was incorporated under the laws of the Province of British Colombia, Canada.  MAD I which in turn holds the Company’s interests in Miranda Gold Colombia II Ltd., Rovira Mining Limited (formerly Miranda Gold Colombia III Ltd.), Miranda Gold Colombia IV Ltd., and Miranda Gold Colombia V Ltd. all having been incorporated under the laws of the Province of British Colombia, Canada.  Each of the Branch Offices has been organized in Colombia as a “Sucursal Colombia” under certificates issued by “Camara De Comercio De Bogota”.




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Organization Chart:









D.                      Property




Overview of Projects




None of Miranda’s properties contain known ore reserves and all work programs are exploratory searches for ore grade mineralization.




The technical information contained herein respecting our mineral properties is based upon information prepared by or the preparation of which was supervised by professional geologist, Joseph Hebert, our Vice-President of Exploration.   Mr. Hebert is a “qualified person” pursuant to Canadian Securities National Instrument 43-101 concerning standards of disclosure for mineral projects.




Miranda applies the joint venture business model to its operations.  Through generative exploration, it stakes claims on mineral properties, or acquires the property by way of an option to lease agreement and then seeks a partner to fund the exploration of the project to earn a joint venture interest.  In some agreements Miranda receives common stock and/or cash option payments as a portion of the joint venture partner’s cost to earn an interest.





Miranda’s exploration funds are expended on generative exploration programs, principally in Nevada in the USA and in Colombia, to identify prospective areas for staking and subsequent option to a partner to fund continued exploration.  In the 2012 fiscal year Miranda expanded the Fuse project and subsequent to year end Miranda acquired the Mustang and Kibby Flats properties.





The majority of Miranda’s option agreements require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments are found in the notes of the audited consolidated financial statements for the year ended August 31, 2012.  The Angel Wing, Red Hill/Coal Canyon, Red Canyon, and TAZ properties in Nevada and the Cajamarca and Pavo Real projects in Colombia continued under funding agreements.  The Big Blue project, which was the subject of a funding agreement since May 2010, was terminated by Ramelius, but retained by Miranda.  Miranda is currently seeking funding partners for the Big Blue, East Spruce, Fuse, HOG, Iron Point, PPM, Redlich, and Rook projects in Nevada.  Subsequent to August 31, 2012, Miranda acquired and is seeking funding partners for the Mustang and Kibby Flats projects in Nevada.




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The Company has little part in designing or directing the exploration program on each project or the timing of the program as it is up to the funding partner.





Where Miranda does conduct generative exploration programs the Quality Assurance and Quality Control protocols for its generative exploration sample programs can be summarized as:





o
Rock, soil and stream sediment samples taken for Miranda’s project generative program are collected and bagged in the field and transported to either Miranda’s secure sample storage area or taken directly to ALS Chemex or SGS sample preparation facilities in Elko and Winnemucca, Nevada.





o
All samples are analyzed for gold and up to 51 additional elements. Gold analyses procedures include fire assay fusion of a nominal 30 gram or aqua regia extraction from a nominal 25 gram pulverized sample weight. After fusion or extraction, gold abundance is determined by gravimetric, atomic absorption spectrometry or ICP (Inductively Coupled Plasma) with MS (Mass Spectrometry) or AES (Atomic Emission Spectrometry) techniques. The additional elements are determined on 15 to 50 gram sample weights by aqua regia extraction with ICP-MS or ICP-AES finishes. Rock and drill samples are prepared for analyses by crushing, splitting off and pulverizing 250 grams (85 percent passing a 75 micron, 200 mesh screen). Soil and stream sediments are sieved and analyzed on the portion passing a 180 micron (80 mesh) screen. Lower detection limit for gold is 0.001 ppm and variable for the additional elements. Gold values above 10 ppm are routinely re-assayed.





o
A blank (zero gold value) and a standard (known gold value) sample is submitted for each grouping of thirty to fifty samples, and selected samples are reanalyzed when blanks or standard samples show a significant (20 percent with standards or 30 ppb gold with blanks) variance from known values. Standard and blank check samples verify gold values but not trace element values. Periodic duplicate samples are routinely collected and submitted for analyses from soil sample grids and reverse circulation drilling.




MIRANDA’S NEVADA PROPERTIES




The projects held under agreements are fully described within the project description of each of the Company’s projects as well as in the notes to the financial statements.  However, in addition to the mining lease agreements, the Company directly holds mineral claims on most of our projects.




The following summary table identifies the nature of our ownership or interest in the Nevada properties, describes our interest in the properties, describes the type,  names, number, unique identifying numbers and the approximate size in acres of each of the projects.




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Property
Ownership/Owner
Lease Terms
Type of Claim
Claim Names
No. of Claims
BLM Serial #s
Acres (approx)
JV AgreementAngel Wing
Leased/Kuzma
see project description
Federal Lode - BLM
Angel Wings
87
NMC854948-49, NMC854951-77, NMC930074-130, NMC1026923
1,797
Ramelius Resources Ltd.Big Blue
Leased/Jennings
see project description
Federal Lode - BLM
Oxen & Paul
105
NMC899726-29, NMC928599, NMC 928611, NMC933446, NMC933448, NMC 933456, NMC934001, NMC1013087-152, NMC1029965-93
2,169
noneBig Blue
Miranda
n/a
Federal Lode - BLM
Babe & Moxen
150
NMC1013943-1014005, NMC1018324-1018410
3,099
noneCoal Canyon
Leased/Nevada North
see project description
Federal Lode - BLM
Coal
64
NMC847957-848020
1,322
NuLegacy Gold CorporationEast Spruce
Miranda
n/a
Federal Lode - BLM
MG
69
NMC1028868-1028936
1,426
noneFuse
Miranda
n/a
Federal Lode - BLM
Fuse & Muse
95
NMC889591-600, NMC 1060876-960
1,963
noneHOG
Miranda
n/a
Federal Lode - BLM
NC
21
NMC1020848-1020861, NMC1020867-1020874
434
noneIron Point
Miranda
n/a
Federal Lode - BLM
AB OVO, IP
96
NMC893361-386, NMC897415-450, NMC921955-988
1,983
noneIron Point
Miranda
n/a
Federal Lode - BLM
JTK, RK
226
NMC1033329-364,

NMC1042159-348
4,669
noneKibby Flats
Miranda
n/a
Federal Lode - BLM
KB
131
NMC 1080742-872
2,706
noneMustang
Miranda
n/a
Federal Lode - BLM
KC, Mustang, Muskate, Jaryn
147
NMC 1080543-617; NMC 836082-85; NMC 859841-871,876-883; NMC 894329-31; NMC 937273; NMC 1011046-064; NMC 1049158-163
3,037
noneRed Canyon
Leased/Red Canyon Corp.
see project description
Federal Lode - BLM
ICE
237
NMC342174-314, NMC371945-74, NMC454017-29, NMC692725-71
4,896
Montezuma Mines Inc.Red Canyon
Leased/Red Canyon Corp.
see project description
Federal Lode - BLM
NC
17
NMC1020836-47; NMC1020862-66
351
Montezuma Mines Inc.Red Hill
Leased/Nevada North
see project description
Federal Lode - BLM
RH
52
NMC831379-430
1,074
NuLegacy Gold CorporationRed Hill
Leased/Nevada North
see project description
Federal Lode - BLM
RP & Zero
28
NMC831504-29, NMC847956, NMC1070934
578
NuLegacy Gold CorporationRedlich
Miranda subject to NSR
see project description
Federal Lode - BLM
Red
36
NMC847420-26, NMC847427-43, NMC891145-56,
744
noneRedlich
Miranda
n/a
Federal Lode - BLM
Ready
6
NMC891157-62
124
noneRedlich
Miranda
n/a
Federal Lode - BLM
Set No.
71
NMC863668-76 (even), NMC863677-98, NMC863700, NMC863703-11, NMC863717-18, NMC889466, NMC889468-96, NMC944138, NMC944140
1,467
noneRook
Miranda
n/a
Federal Lode - BLM
MAZ
87
NMC1033367-426, NMC1033430-448, NMC1033452-453, NMC1049626-631
1,797
noneTAZ
Miranda
n/a
Federal Lode - BLM
TAZ
142
NMC1015502-1015551, NMC1018150-1018241
2,934
Navaho Gold PTY Ltd.




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The following is a location map of Miranda’s properties in Nevada.  All of the properties are accessible by road.










As at the date of this Annual Report Miranda’s funding partners are or were exploring and advancing the following projects in Nevada: Angel Wing, Big Blue, Coal Canyon, Red Canyon, Red Hill and TAZ during fiscal 2012.




Angel Wing, Elko County, Nevada




Nature of interest and terms of acquisition




The Angel Wing project consists of unpatented lode mining claims covering approximately 1,800 acres in northeast Elko County, Nevada.




The Company also holds claims pursuant to a mining lease.  On October 17, 2005, Miranda entered into a 20-year mining lease with a private party for several unpatented lode mining claims with a sliding scale production royalty of between 2% to 4% depending on the price of gold, for annual Advance Royalty payments payable in stages over 20 years, totaling US$1,540,000.  On December 19, 2006, the agreement was amended so that the number of claims was increased and Miranda now has the option to buy up to two percentage points of the NSR for US$1,000,000 per percentage point.  However, the NSR shall never drop below 1% regardless of the price of gold.




Funding partner agreements




On May 15, 2007, Miranda entered into an exploration agreement with an option to form a joint venture with White Bear. White Bear paid Miranda US$30,000 and issued a total of 400,000 common shares to Miranda over the term of the agreement before it was terminated on July 2, 2010.




On September 17, 2010, Miranda entered into an exploration funding agreement with Ramelius on the Angel Wing project.  Under the terms of the agreement, Ramelius must spend US$4,000,000 over a five-year period as an initial expenditure requirement. Once Ramelius has completed the initial expenditure requirement they shall have the option and right to earn a vested 70% interest in Angel Wing by either funding 100% of exploration costs required to complete a bankable feasibility study or by spending an additional US$10,000,000 within 10 years.




Location and means of access to the property




The project is located 30 miles north of Montello, Nevada. The property is two miles west of the Nevada - Utah border.




History of previous operations and previous operators on the property




In the late 1980's, Amax Gold staked claims and drilled at White Rock Mountain, approximately two miles north of the Angel Wing property. Two holes were also drilled in the southern part of this large claim group, in an area now covered by the Angel Wing claims.




Teck Resources held the property from 1991 through 1995 during which time a total of twenty-nine holes were drilled in four phases. Mostly vertical drilling targeted shallow, disseminated gold in limestone to a maximum depth of 600 feet.




Exploration work completed by Miranda and its funding partners on the property




Past work by Miranda and its previous funding partners include mapping, soil and rock sampling and a gravity survey.  Drill targets were identified but funding was not in place by the funding partner and the drilling was not done.




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Ramelius contractors conducted additional geologic mapping and soil geochemical surveys in 2010 and magnetic and IP-resistivity surveys in 2010 and 2011. Results from this work and interpretations from magnetic and resistivity geophysical surveys were used to refine existing drill targets and identify additional drill targets. On November 29, 2010, the Company announced Ramelius’ drill results from 1,498 feet of drilling in five holes. Unfavorable drilling conditions forced the early termination of the drill program, which was to include a total of 4,000 feet of drilling in eight to ten holes.  Angel Wing has seven gold target areas identified by geologic mapping of quartz-calcite veins with distinctive "angel wing" textures, rock and soil geochemistry, and geophysics.




On December 23, 2011, the Company announced Ramelius drill results from three core holes for a total of 788 feet and twelve reverse-circulation holes totaling 5,520 feet completed from August to October.  Ramelius' 2011 drill program tested five of the target areas.All the holes, except for one vertical hole, were angled across the dominantly northerly trend of structures and veins. The 2011 drilling continued to test the Da Vinci vein  with five holes and provided first-ever drill tests of the three additional outcropping veins: the Botticelli which is a northwestward splay of the Da Vinci vein, the Rossetti, and the Raphael.All 2011 drill holes intersected gold and/or silver mineralization.Seven drill intercepts now indicate the Da Vinci vein's strike length is about 575 feet and vertical extent from surface is about 330 feet.




Ramelius conducted three phases of drilling in 2012 in twelve holes totalling 10,190 feet. The 2012 drilling was planned to further test the Da Vinci vein system as well as resistivity highs flanking the Da Vinci vein and an annular-shaped magnetic anomaly.  The hole directed at the Da Vinci vein was designed to intersect the vein below previous drill intercepts, the deepest of which is about 330 feet below surface, to assess for increased gold and silver grades with depth.  Epithermal veins like at those at Angel Wing have a discrete elevation interval that contains the majority of high-grade mineralization. The geochemistry, textures, and morphologies observed in the 2010 and 2011 drilling suggest this bonanza zone, if present, may be deeper in the system than the existing drill intercepts.




Ramelius drilled seven of the twelve reverse circulation holes drilled in 2012 were located in the south and southwest portions of a donut-shaped magnetic anomaly that is approximately 1,200 feet in diameter. Ramelius refers to this anomaly as Grass Hollow. Tertiary rhyolitic volcanic rocks crop out in the vicinity of the magnetic anomaly. These rhyolites are underlain successively by Tertiary conglomerate and Triassic limestone. The limestone is moderately to strongly decalcified and silicified for approximately 200 feet beneath the conglomerate. The principal gold intercepts are in this altered limestone. All seven holes penetrated deep enough to intersect the altered limestone and gold mineralization and all seven holes intersected gold grades above 0.01 oz Au/ton.




As a result of the encouraging 2012 drill results, Ramelius has initiated development of a Plan of Operations/Nevada Permit for Reclamation (“POO”) with the BLM.  The POO will provide for total land disturbance for drill roads and pads in excess of the maximum 5 acres of disturbance allowed under a Notice of Intent (NOI) that currently regulates Ramelius' drilling-related land disturbance.  Until the POO is approved, Ramelius plans to continue with a modest 2013 drill program under the existing NOI.




To date, Ramelius has drill-tested six target areas with a total of 32 holes aggregating 17,996 ft.




Ramelius met its first and second agreement year obligation to cumulatively expend US$1,100,000 and to complete 4,000 feet of drilling on the project.




Rock formations and mineralization




Angel Wing is a low-sulfidation bonanza-vein and disseminated gold system in northeast Nevada. Coarse boiling or “Angel Wing” textures are common in veins on the project. The Angel Wing property contains epithermal quartz veins associated with a 6 mile long, generally north-striking structural zone. The high-grade, gold-bearing, epithermal veins occur within a carbonate window eroded through a large volcanic-hosted alteration cell. The poorly exposed veins are up to 10 feet wide and trend northerly through silicified carbonate rocks for 1.24 miles.




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Big Blue Property, Lander County, Nevada




Nature of interest and terms of acquisition




The Big Blue project consists of unpatented lode mining claims covering approximately 5,268 acres in Lander County, Nevada.





On August 13, 2009, Miranda signed a 20-year lease on the Oxen unpatented lode mining claims in the Toiyabe Range. Miranda paid US$10,000 on the first anniversary of the agreement and will make annual Advance Royalty payments through the term of the lease.  The claims are subject to a 3% NSR royalty that is subject to a buy-down provision.





Miranda expanded the Big Blue project by staking the Moxen claims on September 1, 2009, the Babe claims on November 11, 2009 and the Paul claims on September 2, 2010. These additional claims are not subject to the lease on the Oxen claims as they fall outside the area of interest of the lease.





Funding partner agreements




On May 6, 2010, the Company signed an exploration and option to joint venture agreement on the Big Blue Project (superseding an acceptance letter, signed on January 28, 2010) with Ramelius.  This exploration and option to joint venture agreement was terminated on July 29, 2012.




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Location and means of access to the property




The Big Blue project is located approximately 13 miles north of Austin, Nevada.




History of previous operations and previous operators on the property




Over 150 historic rock samples on the project define the Ox Corral Creek target, an anomalous area approximately 8,000 feet long by 1,200 feet wide with values ranging from non-detectable to a high of 0.017 oz Au/t. A second anomaly extends over 2,000 feet by 1,000 feet returns surface values ranging from non-detectable to a high of 1.65 oz Au/t.  This highest value is from a 3 foot chip sample within fractured upper-plate argillite.




Exploration work completed by Miranda and its funding partners on the property




Initial field work funded by Ramelius comprised geologic mapping, rock sampling, a 1,237 station (100 by 50 meter spacing) soil geochemistry program to infill and expand upon open-ended gold and arsenic anomalies identified by a previous operator, and a detailed gravity survey over the West Cottonwood prospect area, where a coincident gold in soil anomaly and anomalous rock chips have been identified to date. The results of the samples collected in the program identified, or further delineated, five distinct gold-in-soil anomalies.





On May 26, 2011, Miranda announced results from Ramelius’s initial Phase I, four hole reverse-circulation drill program totaling 2,445 feet.  All the holes were drilled at angles to the west to cross inferred northerly trending mineral-controlling structures in potentially favorable carbonate host rocks and in an area of surface and historic drill-indicated gold anomalies.  All four holes intersected anomalous to moderate-grade mineralization including 98 feet of 0.022 oz Au/t and 56 feet of 0.025 oz Au/t.




Ramelius began a second drill campaign (Phase II) in early September 2011, and completed three holes totaling 1,906 feet.  The Phase II drilling continued to test the area of Phase I drilling that contained surface samples containing up to 0.025 oz Au/ton in soils and up to 1.70 oz Au/ton in rocks.  Drill holes in both phases of drilling were designed to cross dominantly northerly trends of structure and alteration.  All holes were terminated due to caving above their target depth of about 1,500 ft.  Total combined drilling in Phases I and II was 4,350 ft.




Ramelius contracted a spectrometry survey of selected soil, rock, and drill samples in 2012. The survey identified mineral products of hydrothermal alteration, especially varieties of clays, which may have developed along fluid pathways.  The purpose of the survey was to help identify structures that may have influenced the distribution of gold mineralization and which can be targeted for drill testing.




Ramelius drilled a total of 2,860 feet in two reverse-circulation holes in its Phase III 2012 campaign. Both holes intersected anomalous gold mineralization in the carbonate section of the lower plate of the Roberts Mountains Thrust (“RMT”). This third round of drilling provided additional tests of structural and geochemical trends along Anomaly Ridge within the West Cottonwood Prospect.  Rock units on the surface of Anomaly Ridge are primarily siliceous siltstones, argillites, and cherts of the upper plate of the RMT.All holes drilled to date at Big Blue have intersected detectable gold mineralization.The anomalous and significant intercepts in Phase I and II drilling are in the upper-plate of the RMT. Better host rocks for sediment-hosted gold mineralization are considered to be the limestone formations beneath the RMT and the Phase III significant gold intersections below 1,000 feet are in these limestones.




Ramelius terminated the Big Blue agreement effective July 29, 2012 and the Company will seek a replacement partner to continue funding exploration.




Rock formations and mineralization




The project is on the south margin of the Callaghan Window, a large area exposing Cambrian- through Silurian-age lower-plate carbonate rocks in the footwall of the Roberts Mountains Thrust.  The lower-plate sequence includes the Roberts Mountains, Hanson Creek and Pogonip Formations, of which all are known to be favorable hosts for large, sediment-hosted gold systems in Nevada.  A west-northwest structural corridor that extends through the central part of the project cuts upper- and lower-plate rocks.  Hydrothermal alteration, elevated gold, arsenic, mercury and antimony values, and altered and gold-bearing dikes are located within the corridor. These geologic patterns are similar to those documented in the major sediment-hosted gold districts of northern Nevada.




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Coal Canyon project, Eureka County, Nevada




Nature of interest and terms of acquisition




The Coal Canyon project consists of 64 unpatented lode mining claims covering approximately 1,320 acres in Eureka County, Nevada in the heart of northern Nevada’s Cortez Gold Trend.





On May 27, 2004, Miranda entered into a 20-year mining lease for the Coal Canyon property with Nevada North with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy-down provisions to 2%.




The terms on the lease require annual Advance Royalty payments starting at US$6,250 in year one and increasing to US$50,000 by year ten and each year thereafter for a total of US$706,250.  The annual Advance Royalty payment due on May 27, 2012, of US$30,000 was paid.




Kenneth Cunningham, a director and officer of Miranda holds a 10% interest in Nevada North’s interest in the property through a prior association with Nevada North.




Funding partner agreements




From April 6, 2005, to March 23, 2007, the Coal Canyon project was under option to Enertopia Corp. (formerly Golden Aria Corp.). During the term of the agreement Enertopia issued to Miranda 125,000 common shares, consolidated from 250,000 shares on September 25, 2009.




From March 11, 2008, until August 2, 2010, the Coal Canyon (and the BPV and CONO projects - since abandoned) was under an exploration agreement with an option to form a joint venture agreement with Teslin River Resources Corp. (formerly Queensgate Resources Corporation). During the term of the agreement Teslin River issued to Miranda 300,000 common shares.




On December 20, 2010, NuLegacy and the Company signed an amendment to the Red Hill exploration agreement with option to joint venture and added the Coal Canyon property.  As consideration for this amendment, NuLegacy issued to the Company an additional 50,000 common shares and NuLegacy must expend US$1,500,000 over a four year period and is committed to drill three 1,500 foot holes on the Coal Canyon project by the end of 2013.




Location and means of access to the property




The Coal Canyon property is located in the Simpson Park Mountains approximately 90 road miles southwest of Elko, Nevada and approximately 40 miles southwest from Battle Mountain, Nevada.




History of previous operations and previous operators on the property




Past exploration in the Coal Canyon project had focused on the northwest-trending Grouse Creek fault that lies on adjacent claims controlled by others. Historic drilling along this fault has reportedly encountered gold mineralization of up to 85 feet of 0.022 oz Au/t in the Hanson Creek dolomite and the underlying Eureka quartzite.  Gold mineralization is associated with altered dikes, iron oxide and silicification.




Exploration work completed by Miranda and its funding partners on the property




From 2005 to 2007 Golden Aria completed a two-hole drill program at Coal Canyon totaling 2,020 feet. The holes, MCC-1 and MCC-2, were designed to test resistivity and self-potential anomalies at the intersections of altered fault zones, in favorable lower plate carbonate rocks.  The holes intersected six, 30 to 200 foot thick zones of moderately decalcified and variably silicified/clay altered silty limestone.  Neither of the holes intersected significantly anomalous gold mineralization.




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In 2008, Queensgate completed another two-hole drill program of 1,950 feet of reverse-circulation drilling in two vertical holes.  No significant assay results were reported for one hole but the other hole, MCC-004,  intersected 10 feet of 0.011 oz Au/t from 980 to 990 feet within a sooty pyrite / silica-cemented breccia zone. This mineralization occurred within a larger, lower-grade gold zone that returned 230 feet of 0.004 oz Au/t from 970 to 1,200 feet. The hole ended in anomalous gold mineralization.  Drill results in MCC-004 are significant as they represent the first Carlin-style, disseminated gold mineralization discovered on the Coal Canyon project.




In 2010, Queensgate completed a four-hole drill program, with 5,250 feet of reverse-circulation drilling, all of which intersected hydrothermally altered intervals within carbonate rocks of the Roberts Mountains and Hanson Creek Formations. Altered lamprophyre and basalt dikes were also intersected.  Although significant gold mineralization was not intersected, Miranda geologists recognize untested geologic and geochemical drill targets to the west and east of MCC-004.




In mid August 2011, NuLegacy drilled one reverse-circulation drill hole (RHCC11-001) to a depth of 1,485 feet at Coal Canyon.  The hole was drilled to test the combination of a fault intersection, a surface geochemical anomaly and a gold intercept in a drill hole located about 45 feet to the southeast. The hole encountered a narrow interval of slightly anomalous gold in carbonate rocks within a wider interval of anomalous gold.




During the 2012 drilling season, NuLegacy concentrated its efforts on the Red Hill property and delayed any further drilling on the Coal Canyon property.




Rock formations and mineralization




Coal Canyon occupies 2 square miles of the Windmill lower-plate window, a feature that exposes the same Paleozoic carbonate rocks that host Carlin-style gold deposits elsewhere on the Cortez Trend. Also, within the window are west-northwest-trending zones of faults, folds and dikes analogous to similar important controls to gold mineralization elsewhere in the Cortez Trend. The nine drill holes at Coal Canyon all intersected anomalous gold or Carlin-style hydrothermal alteration.




Red Hill Property, Eureka County, Nevada




Nature of interest and terms of acquisition




The Red Hill project consists of 80 unpatented lode mining claims covering approximately 1,653 acres in Eureka County, Nevada.





On May 27, 2004, Miranda entered into a 20-year mining lease for the Red Hill property with Nevada North with a sliding NSR royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%.  The terms on the lease require annual Advance Royalty payments starting at US$12,500 in year one and increasing to US$60,000 by year ten and each year thereafter for a total of US$906,250.





Kenneth Cunningham, a director and officer of Miranda holds a 10% interest in Nevada North’s interest in this property through a prior association with Nevada North.




Funding partner agreements




From October 27, 2004, until it was terminated on October 16, 2008, the Company had an exploration agreement with an option to form a joint venture with Barrick.  During the term of the agreement Barrick paid the Company US$190,000 and expended in excess of US$537,500.




On October 1, 2009 the Company signed an exploration with option to joint venture agreement with NuLegacy, on the Red Hill Property.  NuLegacy may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period. NuLegacy may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration.  NuLegacy paid Miranda US$11,000 on execution of the agreement as reimbursement for the September 1, 2009 payment of the 2009-2010 federal claim maintenance fees and issued 200,000 of its common stock to Miranda.




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As discussed in the Coal Canyon project, in December 2010 Miranda and NuLegacy amended the Red Hill Exploration Agreement to include the Coal Canyon property.





Location and means of access to the property




Red Hill is located in the northern Simpson Park Mountains approximately 80 road miles southwest of Elko, Nevada.




History of previous operations and previous operators on the property




Initial work focused on economic evaluation of outcropping antimony mineralization on the east side of the property. Beginning in the 1960's, Cordero, Homestake, Kennecott, Pathfinder, Uranerz and Romarco completed gold exploration programs on portions of the Red Hill property. Exploration concentrated on silicified and brecciated carbonate rocks exposed along the east-northeast striking Long fault. Four dozen shallow rotary holes tested these altered rocks for near-surface, oxide gold mineralization. Drill results confirmed anomalous gold and pathfinder elements, but economic gold intercepts were thin and low grade. Other widely-spaced, shallow drill holes targeted geochemical and geophysical anomalies within the mountain range.




The north and east portions of the project are covered by a thin veneer of unconsolidated pediment (alluvial) gravels that covers bedrock and potential exploration opportunities. Several multi-million ounce economic gold deposits have been discovered under pediment cover in Nevada.  Historic drilling at Red Hill did not test for large, sediment-hosted gold deposits beneath pediment gravels.




Exploration work completed by Miranda and its funding partners on the property




Miranda initially optioned Red Hill to Placer Dome US, Inc (PDUS) in 2004. PDUS completed geologic mapping, a CSAMT survey, a systematic soil sampling program, a CO2 gas survey and one drill hole in 2005. Drill hole PRH0508 was designed to test a gravel covered horst margin inferred from CSAMT data. The hole ended at 940 feet in upper plate chert/mudstone. Favorable lower plate carbonate rocks were not intersected and no significant gold intercepts were encountered.




In 2006, Barrick became Miranda's funding partner at Red Hill following its merger with Placer Dome.  Barrick, as operator, completed 9,860 feet of drilling in four holes at the West Pediment prospect and a detailed gravity survey at the East Pediment prospect. BRH-013 intersected 80 feet of 0.146 oz Au/t from 1,920 to 2,000 feet, including 45 feet of 0.237 oz Au/t from 1,920 to 1,965 feet. Gold mineralization is hosted by lower plate carbonate rocks of the Red Hill member of the Denay Formation. Altered lamprophyre dikes and high levels of arsenic, antimony, mercury and thallium are associated with the gold intercept.




In late 2006, Barrick offset BRH-013 with two inclined holes, BRH-014 and BRH-015. These holes were drilled from the BRH-013 site. Both holes tested the lower-plate stratigraphy that hosts the BRH-013 gold intercept. The inclined holes intersected the target horizon approximately 230 feet east-northeast (BRH-014) and 315 feet southwest (BRH-015) from the BRH-013 intercept. Although neither of the two offset holes intersected significant gold mineralization, both holes are locally anomalous in Carlin-style pathfinder trace elements.  Silicification and clay alteration occur in both holes and dikes occur in BRH-014. Due to down hole deviations in the angle holes, drill hole pierce points are aligned along a northeasterly trend such that stratigraphic and mineralization geometries in BRH-013 could not be defined. Mineralization in BRH-013 is open in a northwest - southeast direction.




In late 2007 Barrick completed 11,765 feet of reverse-circulation drilling in six vertical holes. Two holes (BRH-016 and BRH-021) were completed offsetting BRH-013. Two additional drill holes at West Pediment, BRH-017 and BRH-017A, ended prematurely in limestone voids / karsting before testing the intended targets. Two holes (BRH-023 and BRH-024) tested gravity gradients and projected splays of the Long fault at the East Pediment prospect.




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From drill hole BRH-013, BRH-016 was drilled 650 feet to the north and BRH-021 was drilled 720 feet to the northwest. The holes intersected intervals of variably decalcified, silicified and weakly oxidized lower plate limestone and sulfidized igneous dikes similar to those intersected in the BRH-013 gold-bearing interval. Gold mineralization was limited to 10 feet of 0.081 oz Au/t from 2,125 to 2,135 feet in BRH-021.




At the East Pediment prospect two drill holes, BRH-023 and BRH-024, tested pediment-covered targets outboard from a series of historic antimony prospects. The holes were located based on three criteria: 1) prospect pits exposing strong decalcification, silicification, antimony mineralization and anomalous gold mineralization in lower plate limestone; 2) gravity data that identified structural features beneath shallow pediment cover, and 3) projected splays of the Long fault. The holes intersected similar geology: a thin veneer of alluvium, upper plate siliciclastic rocks and a fault gap that removed the targeted lower plate limestone. Anomalous gold was restricted to 5 to 10 feet zones.




In 2008, Barrick completed 5,110 feet of drilling in two vertical reverse-circulation holes (BRH-025 and BRH-026) at the West Pediment prospect. No significant gold values were intersected in either drill hole. Barrick terminated the funding agreement in October 2008 after expending more than US$1,300,000.




NuLegacy optioned Miranda’s Red Hill and Coal Canyon properties and went on to acquire two additional properties that now encompasses approximately 45 square miles (28,800 acres) of mining claims into NuLegacy’s "Red Hill Prospect".




By the end of 2010 NuLegacy completed four reverse-circulation holes in Miranda's Red Hill property spaced more than 3,280 feet apart and totaling 4,920 feet (RHM10-001 to RHM10-004). Three holes in the program tested a large 7,380 feet by 3,300 feet to 9,900 feet CSAMT/IP/Resistivity geophysical anomaly that was interpreted to represent carbonaceous material and pyrite.  Drill holes RHM10-001 and RHM10-002 show anomalous gold values in silty limestone with carbon alteration, disseminated pyrite and elevated trace elements, confirming the interpretation. This geologic setting is characteristic of many Carlin-style gold systems.  A fourth hole, which intersected 69 feet of anomalous gold very near the surface, tested a gold in soil anomaly 4,500 feet west of the geophysical anomaly.




NuLegacy drilled eight holes totaling 10,180 feet in 2011 at Miranda’s Red Hill project (RHM10-005 to RHM10-012).  All eight drill holes in Red Hill concentrated on the east-northeast trending Long fault and were designed to test the contact between the Long fault structural zone and the Horse Canyon Formation and the associated IP geophysical anomaly. Results continue to show anomalous mineralization that may be part of a larger Carlin-style gold system on the property.  Surface mapping and geochemical sampling, together with district-scale analysis of previous operator’s results; have affirmed additional targets on the Red Hill project.




NuLegacy completed a deep penetration IP survey in December 2011, after which they completed a detailed synthesis of all data, including cross-sections, to design additional drilling. The IP survey was designed to penetrate to a depth of over 2300 ft in order to develop a better understanding of the controls and the possible extensions of the high-grade gold mineralization that was intersected by BRH-013 and to guide future drilling.




On June 28, 2012, Miranda announced the completion of six reverse circulation holes for 6,685 feet and one core hole for 2,640 feet.  The six reverse circulation holes continued to test and define targets along the Long Fault Anomaly and the core hole was designed to off-set high-grade mineralization in hole BRH-13.




Three of the six reverse circulation holes showed weakly anomalous gold and trace-element values over tens of feet. The one core hole, RHM-013C, was drilled to a depth of 2,645 feet.  It was angled to the south at -75 degrees to intersect the high-grade mineralized zone discovered in BRH-13.  The down-hole survey confirmed that due to drill-hole deflection RHM-013C missed hitting the targeted zone by 246 feet.  It contained three long intervals of anomalous gold with associated trace elements.  Other characteristics that are common to Carlin-type gold systems that were observed in the core included thinly laminated silty-limestone bedding, brecciation, dissolution cavities and carbon.  Also of interest were arsenic values near the target depth




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Rock formations and mineralization




Two distinct sedimentary rock packages occur on the property. They include:





·
Upper plate, siliceous sedimentary rocks of the Vinini and Valmy Formations. Chert, mudstone and greenstone are typical rock types. These rocks are covered by pediment gravels in the northern and eastern portions of the property. Siliceous rocks are generally poor hosts for large, sediment-hosted gold deposits.





·
Lower-plate, Silurian to Devonian age carbonate rocks dominated by silty to muddy limestone, fossiliferous limestone, siltstone and lesser chert. These rocks are included in the Horse Mountain, Devils Gate, Denay and McColley Canyon Formations. At Red Hill, lower plate carbonate rocks crop out in the mountains and are present beneath pediment gravel/upper plate rocks to the north and east. Carbonate rocks are the preferred host for multi-million ounce gold deposits along the Cortez and Carlin Gold Trends.





The upper and lower plate rock packages are separated by a low angle, regional fault known as the Roberts Mountains thrust. Erosion of the upper plate rocks created "windows" that expose favorable lower plate carbonate rocks. At Red Hill, the JD Window is one of five unique carbonate windows along a 35 mile, west northwest-striking corridor through the Shoshone, Cortez and Simpson Park mountain ranges. The alignment of carbonate windows coincides with the Cortez Gold Trend.





Lower and upper plate rocks are complicated by numerous high-angle east-northeast, northwest, northeast and north-south striking faults and northwest-striking folds. These structural features provide pathways for hydrothermal alteration and metals. Historic drilling in this area did not systematically test favorable rocks of the Denay/Red Hills member and McColley Canyon Formation.





Red Canyon Project, Eureka County, Nevada




Nature of interest and terms of acquisition




The Red Canyon project consists of 254 unpatented lode mining claims covering approximately 5,248 acres along the Battle Mountain-Eureka Gold Trend in Eureka County, Nevada.





On November 18, 2003, Miranda entered into a 20-year mining lease for the Red Canyon property with Red Canyon Corporation with a sliding NSR royalty, for consideration payable in stages over 20 years, of US$1,600,000 and the issuance of 75,000 share purchase warrants (issued).  If all commitments are met, the property can be purchased for $1,000, subject to a retained royalty.




The Red Canyon property is subject to a NSR royalty of 3% if the gold price is below US$300 per ounce; 4% if the price of gold is between US$300 and US$400 per ounce; and 5% if the price of gold is over US$400 per ounce.  Miranda has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.




Funding partner agreements




From October 13, 2004, until April 10, 2006, Newmont held the property under an exploration agreement with an option to form a joint venture. Newmont paid Miranda US$30,000 at the time of signing the agreement and Newmont incurred US$454,603 in exploration expenditures prior to terminating the option.




From July 12, 2006, until March 4, 2008, Romarco held the property under an option to joint venture agreement. During the term of the agreement Romarco issued the Company 250,000 common shares of Romarco and expended in excess of US$500,000 in exploration funding on the project.




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On August 1, 2008, the Company signed a definitive agreement with Montezuma superseding a letter of intent signed June 5, 2008, to enter into an exploration with option to joint venture agreement with the Company on the Red Canyon Property.  Montezuma may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period.  The first year funding of expenditures, exclusive of property holding costs, of US$500,000 is an obligation.  Montezuma may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration.




Location and means of access to the property




Red Canyon is on the northwestern flank of the Roberts Mountains approximately 92 road miles southwest of Elko, Nevada on the Battle Mountain-Eureka Gold Trend.




History of previous operations and previous operators on the property




Previous exploration by Meridian, Tenneco, Great Basin, Hycroft and Kennecott focused on shallow, oxide gold targets at four separate prospects:  Ice, Gexa, Red and Sage.  Most of the historic drilling was less than 500 feet deep.  Only 14 holes reached depths greater than 1,000 feet.




Kennecott completed KR-001, a 2,500 foot vertical hole drilled at the Ice Prospect, to follow up on surface gold mineralization, in the footwall of the northwest-striking Wall fault.  The hole intersected 95 feet of 0.117 oz Au/t from 20 feet to 115 feet in silty carbonate rocks above massive dolomite of the Lone Mountain Formation. Additional drilling in the vicinity of KR-001 intersected disseminated gold including:




KR-001
95 feet of 0.117 oz Au/t from 20 feet to 115 feet




M-9
60 feet of 0.033 oz Au/t from 200 to 260 feet and 40 feet of 0.050 oz Au/t from 320 to 360 feet




RED-96-11
50 feet of 0.030 oz Au/t from 380 to 430 feet




RED-96-06
50 feet of 0.014 oz Au/t from 150 to 200 feet




These holes define a northeast-striking zone of gold mineralization that remains open along strike.




Exploration work completed by Miranda and its funding partners on the property




In 2005, Newmont completed geologic mapping, reinterpretation of geophysical data, 3-D modeling and a gas geochemical survey, followed by 13,115 feet of reverse-circulation drilling in 11 holes. The Company was encouraged by the extent and nature of the alteration found in drill holes from the Gexa and Red targets on the east side of the property. However, gold assays were disappointing, prompting Newmont to terminate the agreement.




Romarco completed 6,070 feet of reverse-circulation drilling in eight holes in late 2007.  The holes were selected to drill test several disseminated gold targets based on surface mapping, soil geochemistry and interpretation of pre-existing drilling.  Results include 85 feet of 0.046 oz Au/t in drill hole ROM07-01 from 15 to 100 feet at the Ice Prospect. In plan, five drill holes at the Ice Prospect roughly outline a 195 foot by 820 foot zone of gold mineralization that remains open along strike to the northeast.  The northeast exploration potential is supported by the five mineralized drill holes, surface rock chip sampling, structural contouring, gravity and geochemistry.




In 2008, Montezuma completed 1:2,000 geologic mapping over the northern half of the carbonate window; collected in excess of 2,000 soil samples; completed a property-wide airborne magnetic survey; and completed 13 CSAMT lines.




In 2009, Montezuma completed 2,295 feet of reverse-circulation drilling in three vertical holes east and northeast of the Ice Zone.  All holes intersected altered McColley Canyon Formation, beneath barren volcanic rocks or alluvium, and ended in the Lone Mountain dolomite but failed to detect gold values exceeding 0.01 oz Au/t.  Elevated arsenic, mercury, antimony and thallium are associated with zones of low-level gold.  Montezuma’s drilling indicates that a Carlin-style alteration system is present beneath barren volcanic rocks.    Elsewhere in the Cortez Trend the McColley Canyon Formation is a host rock for disseminated Carlin-style mineralization.




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Montezuma then completed a three hole, 1,137 foot diamond drill program in November 2009, the first core drilling in over two decades of exploration. Drill holes MR09-05C and MR09-06C were drilled to depths of 151 feet and 178 feet respectively and ended in un-mineralized Lone Mountain dolomite.  Both MR09-05C and MR09-06C were collared immediately adjacent to KR-001 and were designed to verify historic drill assays of KR-001 and provide direct observation of alteration, structure and lithologic patterns in the gold-bearing host rocks.  Assays and geologic logs are available for KR-001, but no drill cuttings were preserved. Drill holes MR09-05C and MR09-06C were designed to follow-up known gold mineralization at Red Canyon’s Ice prospect and as such are not new discovery holes.  MR09-05C intersected 119 feet of 0.152 oz Au/t which verified the results in KR-001, but with 30% higher grade and 25% greater thickness. MR09-06C intersected 60 feet of 0.10 oz Au/t.  A third hole, MR09-04C, was drilled 1,445 feet east of KR-001 to a depth of 808 feet to test the McColley Canyon Formation, beneath a gold and arsenic soil anomaly, with no significant assays.




In 2010, Montezuma completed an eight hole reverse-circulation drill program totaling 11,260 feet in the Red Canyon prospect area.  Drill results included two mineralized zones in MR 10-01, a vertical hole 1,660 feet southeast of core hold MR09-05C.  MR 10-01, intersected 20 feet of 0.050 oz Au/t from 775 to 795 feet and 20 feet of 0.086 oz Au/t from 965 to 985 feet.  MR10-01 lies along the projection of mapped folds in an area cut by faults and dikes, all of which appear to be important in localizing gold mineralization at MR09-05C and the Ice Zone. The remaining seven drill holes, MR10-02 through MR10-08, did not intersect gold mineralization exceeding 0.01 oz Au/t.




During 2011, Montezuma completed 15 reverse circulation holes totaling 10,915 ft; the eight holes in their first phase of drilling completed in August (MAD News Release October 12, 2011), and the seven holes in their second phase drilling completed in October (MAD News Release December 8, 2011). The principal target for Montezuma's 2011 drill program was within the Ice target area and is a southeast-trending structural corridor 1,660 ft long that had not previously been drill tested by Montezuma.  As currently understood, the northwest end of the corridor is defined by core hole MR09-05C with 39 ft of 0.281 oz Au/t and the southeast end by reverse circulation hole MR10-01 with two 20 ft intercepts with 0.050 and 0.086 oz Au/t.  Thirteen of the 15 holes are in the Ice target corridor and the other two provide Montezuma's initial tests of the Juniper Gulch target area about 6,500 ft southeast of Ice.Results of Montezuma's 2011 drilling at Ice, along with their 2010 drilling and historic holes, now indicate two zones within the Ice target area that contain significant drill-indicated gold mineralization: a northwestern zone that includes MR09-05C is about 700 x 400 ft, and a southeastern zone that includes MR10-01 is about 200 x 200 ft.  Both zones are open to expansion.




Since 2009, Montezuma has completed geologic mapping, revised stratigraphic interpretations, and run soil and rock-chip geochemical, CSAMT resistivity, ground magnetic, and gravity surveys.  Montezuma has drilled a total of 26 reverse circulation and three core holes for a total of 25,607 feet.  Montezuma conducts its drilling under the BLM approved Red Canyon POO that permits up to 125 acres of total disturbance.




On November 5, 2012, Miranda announced that Montezuma had started its 2012 drill program at Red Canyon.  Montezuma completed the drilling on December 3,2012. Six holes, totaling 7,435 feet tested three separate target areas. Assays are expected in early January, 2013.




Rock formations and mineralization




The Red Canyon project is located on the Battle Mountain-Eureka Trend.





On a regional scale, the upper and lower plate rock packages are separated by a low angle, regional fault known as the Roberts Mountains thrust. At Red Canyon, uplift and erosion of the upper plate rocks created a "window" that exposes favorable carbonate host rocks. The "window" exposes strongly oxidized, decalcified, brecciated and silicified lower plate carbonate rocks over a three square mile area. Carbonate rocks at Red Canyon are age equivalent to rocks hosting the Cortez Hills and Pipeline gold deposits.




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Four distinct rock packages occur on the project. They include:





·
Lower-plate, Silurian to Devonian age carbonate rocks dominated by silty to muddy limestone, calc-arenite, fossiliferous limestone, dolomite, siltstone and lesser chert. These rocks are included in the Horse Canyon, Devils Gate, Denay, McColley Canyon and Lone Mountain Formations. Lower plate carbonate rocks are the preferred host for multi-million ounce, sediment-hosted gold deposits along the Cortez and Carlin Gold Trends. Potential stratigraphic host horizons for disseminated gold occur in silty / debris flow units within the Denay and McColley Canyon, at the McColley Canyon-Lone Mountain contact, karst horizons in the Devils Gate, and in silty units of the Horse Canyon.





·
Upper plate, siliceous sedimentary rocks of the Vinini and Elder Formations. Chert, siltstone, mudstone and greenstone crop out in the western and southern portions of the project.





·
Tertiary volcanic rocks cover lower plate carbonate rocks in the central portion of the project.





·
Quaternary gravel / tuffaceous conglomerate deposits form a pediment in the northern third of the property. The pediment is a gently-north sloping surface away from the mountain range where the gravels cover carbonate rocks and potential exploration opportunities.





Geologic mapping illustrates chaotic bedding orientations and the periodicity of structural features at Red Canyon. The project is transected by southeast-plunging folds; and west northwest, northeast, northwest and east northeast-striking faults.





At the surface, hydrothermal alteration in the form of iron oxidation, decalcification, silicification, clay, and barite/stibnite occurrences are exposed over a three square mile area. In the subsurface, select drill holes contain oxidation that locally exceeds 1,000 feet in depth.





Alteration extends to the north under pediment and volcanic rock cover at the Ice prospect. Recent drilling by Montezuma indicates that a Carlin-style alteration system is present beneath barren volcanic rocks as evidenced by elevated arsenic, mercury, antimony and thallium associated with zones of low-level gold. Additional drilling for near-surface, oxide gold mineralization is recommended in this area.





TAZ project, Eureka County, Nevada




Nature of interest and terms of acquisition




In October 2009, Miranda staked 142 unpatented lode mining claims comprising the TAZ project on the southern end of the Battle Mountain-Eureka Trend covering approximately 2,934 acres.




Funding partner agreements




On February 11, 2011, as amended, the Company signed an exploration and option to enter into a joint venture agreement with TAZ Gold LLC (“TGL”) and Navaho Gold PTY Ltd (as guarantor).  Under the amended terms of the agreement, TGL will have to make initial exploration expenditures of US$2,725,000 over a four-year period.  TGL will then have the option and right to earn a 75% interest by either producing a feasibility study in four years or by spending an additional US$10,000,000 over 10 years at a rate of no less than $1,000,000 per year.




If TGL elects not to fund 100% of the exploration costs required to complete a bankable feasibility study by expending the contemplated US$4,000,000 or fails to spend the additional US$10,000,000 within 10 years, but meets the first US$3,000,000 spending milestone, it shall be entitled to an NSR of 2%.




On June 11, 2012, the Company and Navaho signed a variation to the exploration and option to enter mining venture agreement which in effect postponed the 2012 work commitment until 2013.  In exchange for the postponement of the work commitment, Navaho agreed to limited surface sampling and property maintenance during 2012.




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Location and means of access to the property




The TAZ project in the Roberts Mountains in Eureka County, Nevada approximately 26 miles northwest of the town of Eureka.




History of previous operations and previous operators on the property




Four companies previously explored for shallow oxide gold deposits on various portions of Miranda’s TAZ claims.  In 1996, BHP Minerals International drilled VC96-8 on the south end of the claim block.  This hole-includes 70 feet of 0.042 oz Au/t from 215 to 285 feet within a 135 foot zone of 0.025 oz Au/t from 215 to 350 feet.  The drill hole ended at a depth of 350 feet with the last five-foot sample returning 0.005 oz Au/t within Devils Gate Limestone.The BHP drill hole was too shallow to have tested the more favorable carbonate host units in the stratigraphic section beneath the Devils Gate Limestone.




Exploration work completed by Miranda and its funding partners on the property




In 2011, Navaho completed a 315 station gravity survey across the entire property and collected 269 soil samples on a 50 x 200 meter grid.




Navaho drilled one core hole in 2011 to a depth of 2,400 feet (TAZ 11-01). The hole was designed to offset VC96-08 which ended in anomalous mineralization. Previous exploration at TAZ focused on shallow, oxide, gold mineralization and the BHP drill hole is considered too shallow to have adequately tested the most favorable host units lower in the carbonate section.  Navaho reports that final assays for TAZ11‐01 have been received but did not extend or repeat BHP’s 1990’s intersection.




Navaho’s 2012 program involved geological reconnaissance, mapping and the collection of 200 rock chip samples to further evaluate the tenement, and in particular an area to the south. Fourteen of the 200 samples collected returned values above 0.1ppm Au and cluster into several discrete zones over a strike length of approximately 800 metres of the previously defined gold in soil anomaly in proximity to TAZ 11-01.


Rock formations and mineralization




The property lies along the margin of a north-trending window that exposes lower-plate Devonian-age limestone through the Roberts Mountains Thrust. Similar Devonian age limestone is a favorable host for sediment-hosted gold systems elsewhere on the Battle Mountain –Eureka Trend.




The TAZ project shows alteration and geochemistry consistent with sediment-hosted gold deposits, favorable host rocks, and historic drilling that encountered significant gold mineralization.




Regionally, stratigraphic hosts for gold mineralization occur in silty debris flow units within the Denay Formation, below the Devonian Devils Gate Limestone.




The Nevada projects described in detail above were all in funding agreements and/or have all had work programs in fiscal year 2012.




In addition to these projects, as at November 30, 2012, Miranda is seeking funding partners to continue exploration programs to advance the East Spruce, Fuse, Hog, Iron Point, Redlich and Rook projects in Nevada.  Additionally, Miranda is seeking funding partners for the newly acquired Mustang and Kibby Flats projects.




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East Spruce, Elko County, Nevada




In December 2010, Miranda staked 69 claims that comprise the East Spruce Project in the South Pequop Mountains in Elko County, Nevada. The project is located approximately 38 miles southeast of Wells, Nevada and covers approximately 1,426 acres. Regional aeromagnetic data suggest that the East Spruce Project lies on the margin of a large buried intrusion that is part of a northeast alignment of intrusive rocks that extends 90 miles from the Bald Mountain Mining District, located to the southwest, through the new Pequop (Long Canyon) Mining District to the northeast and farther northeast to the Tecoma (gold) District. Internal ore controls to deposits on this trend are also oriented northeast. Miranda plans to advance the project and surrounding area with additional sampling and mapping to further understand a northeast-trending gold-bearing system that covers an area of 2.5 miles long and 0.75 miles wide.




Fuse, Eureka County, Nevada




The Fuse property, comprising 95 claims covering 1,963 acres, represents an exploration play with the potential of discovering a Carlin-style deposit under the pediment in Pine Valley.  The Horse Canyon Valley-Pine Valley area, in which Fuse lies, represents a geologic setting similar to Crescent Valley, an area which hosts several Carlin-style mine complexes.




Barrick completed the only drill hole on Fuse in late 2006.  Bedrock was intersected at 760 feet and the hole ended in upper plate siliciclastic rocks at 1,860 feet.  Significant gold was not intersected. Miranda feels the gravity highs and mercury anomaly were not tested by this drill hole and has kept a core position.




HOG, Eureka County, Nevada




During the spring of 2010, the Company staked thirty-nine contiguous claims located approximately 2,000 feet northeast of Miranda’s Red Canyon project.  Seventeen of these claims are within the Red Canyon project area of interest, and have been included in the lease option agreement with Red Canyon Corporation, the underlying owner, and in the exploration agreement with Montezuma, Miranda’s exploration funding partner at Red Canyon. The remaining twenty-one claims are held by Miranda and comprise the HOG property, which is approximately 455 acres.





Miranda has identified silicified lower-plate carbonate rocks on the south end of the new claim block. The remainder of the project area is covered by pediment.





Miranda plans to advance the project and identify targets by mapping and sampling the bedrock portion of the claims, and by fault and lineament projection into the pediment.





Iron Point, Humboldt County, Nevada


The Iron Point project is made up of 322 unpatented lode mining claims along the Battle Mountain-Eureka Gold Trend in Humboldt County, Nevada, comprising approximately 6,653 acres.  The project is located at the intersection of the Battle Mountain-Eureka and Getchell gold trends. Miranda assembled a land package on the intersection of these trends, through staking and a simple lease. Major open pit and underground gold mines, within a 25 mile radius of Iron Point, contain more than 40 million ounces of gold. Miranda infers that additional gold discoveries are likely to be made in this region.
  The Iron Point District has been explored for a variety of metals by other operators.


In 2008, three reverse-circulation drill holes, MIP-1 through MIP-3, totaling 3,990 feet were completed to test structural, mercury soil gas and rock/soil geochemical targets for a disseminated gold system with no significant gold mineralization intersected.   Miranda geologists have identified a variety of porphyry-related geochemical and structural targets not yet tested by historic drilling.




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Kibby Flats, Esmeralda County, Nevada




On November 1, 2012, Miranda announced that it had staked 131 claims (2,700 acres) comprising the Kibby Flats project located in Esmeralda County, Nevada.  The Kibby Flats project is characterized by alunite-illite-kaolinite alteration anomalies and has surface values from undetectable to a high of 0.018 oz Au/t. The Kibby Flats project shows strong concentric zoning of kaolinite inward to illite-alunite alteration over several square kilometers.  Kibby Flats is an example of Miranda’s ongoing Nevada reconnaissance program that focuses on identifying new areas with the potential to host large gold deposits.




Mustang, Nye County, Nevada




On November 1, 2012, Miranda announced, in conjunction with claim staking open ground, it had acquired a 100% interest in Teslin River’s Mustang project located in Nye County, Nevada.  Miranda paid Teslin River $40,000; delivered Teslin River 300,000 shares of Teslin River owned by Miranda; and granted Teslin River a 1% NSR royalty on the 72 claims acquired from Teslin River.  The Mustang property is 20 miles south of Gabbs, and eight miles southeast of the historic Paradise Peak Mine.  Following staking open ground, the Mustang project now totals 142 claims for approximately 2,900 acres.  In 2011 Teslin River drilled an eight-hole program on the property from which they reported:




·
25 ft of 0.081 oz Au/t within 39.4 ft of 0.050 oz Au/t (7.6 m of 2.76 g Au/t within 12 m of 1.71 g Au/t) in M1106, and


·
39.4 ft of 0.022 oz Au/t (12 m of 0.75 g Au/t) in M1105





Miranda believes that this mineralization is open to the south and the west. This drill-indicated mineralization falls within a three-mile long, north-trending, fault-bounded corridor controlling the distribution of altered felsic tuff and mineralized faults, veins, breccia and quartz stockwork.  Miranda’s surface rock sampling on the Mustang property shows values up to 0.867 oz Au/t and 155 oz Ag/t.  Samples also show local enrichment in copper, lead, zinc, and bismuth similar to the geochemistry reported at the Paradise deposit.  The previous Teslin River drill holes were never offset.




This acquisition was a direct result of an ongoing remote sensing and ground reconnaissance program designed to identify intermediate to high-sulfidation prospects by targeting strong alunite with kaolinite and illite alteration systems.  Intermediate to high-sulfidation deposits have been the most robust gold discoveries in the Walker Lane and abundant alunite can be an indirect indicator for this style of gold deposit.




PPM, Humboldt County, Nevada




Miranda elected not to maintain this project past August 31, 2012, and as such did not pay the required BLM fees that were due on or before September 1, 2012.




Redlich, Esmeralda County, Nevada





The Redlich project consists of 113 unpatented lode mining claims covering approximately 2,335 acres in Esmeralda County, Nevada.  Redlich is located on the eastern flank of the Candelaria Hills approximately 52 miles west of Tonopah, Nevada. Road access is excellent as the project is bisected by US Highway 95.  Redlich is within the Walker Lane mineral belt, a northwest-striking structural corridor of volcanic-hosted gold and silver deposits.





Two styles of low-sulfidation, epithermal gold mineralization occur on the property: high-grade quartz "bonanza" veins; and volcanic-hosted, disseminated mineralization.





Previous exploration was conducted by Inspiration, FMC and Cordex.  From 2004 to 2008, Miranda’s partner, Newcrest, completed 40,568 feet of drilling in 61 reverse-circulation and 2 diamond drill holes at Redlich.  Drilling was focused on a northwest-trending fault corridor hosting high-grade gold in low-sulfidation quartz veins and thick, continuous zones of disseminated / quartz-stockwork-hosted gold surrounding the high grade veins.  Extensive geologic mapping and a ground magnetic geophysical survey were also completed.




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Subsequent to Newcrest terminating the agreement, Miranda contracted Mine Development Associates, Inc. (“MDA”) to review drill and assay data collected during the previous exploration programs at Redlich.  The review consisted of a statistical analysis and examination of data in three-dimensional views.  The intent of the review was to assess potential continuity of higher-grade mineralization and to model the epithermal vein system present on the property.  On March 20, 2008, MDA stated in its findings that the data provides good insight into the project and that there is strong evidence for the existence of a real, and potentially substantial, epithermal deposit on the property. Prior exploration drilling was oriented with the belief that the vein trended in a northwesterly direction.   MDA’s identification and documentation of a best-fit plane to higher-grade gold as well as a favorable vertical horizon for precious metal deposition has helped resolve remaining potential on the project.  These results will contribute to the efficient design of subsequent drill programs.




Rook, Eureka County, Nevada





In March 2011, Miranda staked 87 claims, comprising the Rook Project in the East Roberts Mountains in Eureka County, Nevada about 33 miles northwest of the town of Eureka.  The Rook property lies in the southern extension of the Battle Mountain-Eureka Trend and covers an area of approximately 1,797 acres. The Rook property is within the eastern margin of a lower plate Devonian limestone window exposing the Devils Gate Limestone and the Denay Formation through the Roberts Mountain Thrust. Denay equivalent limestone is a host for sediment-hosted gold deposits within the Cortez and larger Battle Mountain-Eureka Trends. The Rook project has favorable host rocks, alteration, geochemistry, nearby drill results with significant mineralization, and small surface gold resources nearby, all consistent with large sediment-hosted gold systems in the Battle Mountain Eureka Trend. Miranda plans to do additional mapping and surface sampling on Rook to identify drill targets.




MIRANDA’S ALASKA PROPERTY




The Ester Dome project was the subject of an exploration and option to enter into a joint venture agreement with Agnico from October 1, 2010, until it was terminated on September 25, 2012.




Agnico drill tested the large soil anomaly in two campaigns and Miranda feels the concept has been adequately tested, therefore, the Company has terminated the underlying lease with Range and written off the remaining carrying value of $52,865.




MIRANDA’S COLOMBIA PROPERTIES




Miranda’s objective in establishing a presence in Colombia is to balance the Company’s generative work in Nevada and Alaska by making an entry into an underexplored frontier area that is experiencing a relatively high rate of multi-million ounce gold discoveries.





The following summary table identifies the nature of our ownership or interest in the Colombia properties, describes our interest in the properties, describes the type,  names, number, unique identifying numbers and the approximate size in acres of each of the projects.





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Property
Ownership/Owner
Lease Terms
Type of Claim
Claim Names
No. of Claims
Serial #s
Acres (approx)
JV AgreementPavo Real
ExpoGold Concession to MAD III
Colombian Ingeominas Concession
Pavo Real
2 concessions
IHT-10542X, IHT-10541
603
Red Eagle Mining CorporationCajamarca
ExpoGold Concession to MAD IV
Colombian Ingeominas Concession
Cajamarca
3 concessions
JG2-11161, JBT-15041,

JBT-15021
24,384
Red Eagle Mining Corporation




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The following is a location map of our properties in Colombia.









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Association Agreement




From December 2, 2009, until it lapsed on December 31, 2010, the Company was party to an association agreement (the “Association Agreement”) by and among ExpoGold, the Company, and the Company’s subsidiary MAD II and the Colombian branch of MAD II.




During the year ended August 31, 2010, pursuant to the terms of the Association Agreement, the Company issued 350,000 common shares to ExpoGold for a 360-day first right of refusal to lease any of the 45 license applications in Colombia controlled by ExpoGold.  The Company executed option agreements on the Pavo Real, Cajamarca and Fresno projects as discussed below.  The Company also optioned the Santander, Ibague and Anori projects and returned them to ExpoGold prior to the first year anniversary payments becoming due.  During the year ended August 31, 2012, the Company terminated the Fresno option and wrote off acquisition costs of $33,600.




Pavo Real, Tolima Department, Colombia




Nature of interest and terms of acquisition




The Pavo Real project covers approximately 4,000 hectares and is located in the Tolima Department of Colombia.




On June 24, 2010, the Company executed an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and a wholly owned subsidiary MAD III; and the Colombian branch of MAD III to acquire the Pavo Real mining interest.  On signing the Pavo Option, MAD III paid ExpoGold US$20,000 and the Company issued 100,000 common shares to ExpoGold.  To maintain the Pavo Option, over the following five year anniversary dates, a total of US$380,000 additional cash payments and a further 600,000 common shares of the Company will be issued.  Annual payments of US$100,000 plus the issue of 100,000 common shares will be required to maintain the option until the first milestone is achieved.  The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent.  MAD III will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it is more.   Additional payments will be owed by MAD III at various milestones as the steps to production progress.




Funding partner agreements




On June 25, 2010, the Company entered into a SPA and SA with Red Eagle. The SPA and SA agreements became effective on June 24, 2010.  Pursuant to the SPA, Miranda assigned 70% of the shares of MAD III to Red Eagle.  The activities of MAD III are governed by the SA.  To maintain its 70% shareholding in MAD III, effectively representing a 70% interest in the Pavo Option, Red Eagle must make an aggregate US$4,000,000 contribution to MAD III within four years.  These funds will be used to fund exploration work at the Pavo Real project.  Red Eagle must then further fund MAD III at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Pavo Real project within eight years or contribute a minimum of US$10,000,000 within 10 years.  If at the time the board of directors of MAD III approves a feasibility study and a mine construction program on the Pavo Real project, then Red Eagle will have the option for a period of 30 days to elect to acquire an additional 10% interest in MAD III by committing to solely fund all costs associated with putting the property into production.  If Red Eagle fails to make any of the capital contributions within the stated time periods, Red Eagle will forfeit its shares of MAD III to Miranda.




Red Eagle has assumed and is responsible for all payments and other obligations due from Miranda to ExpoGold under the Pavo Option.  Miranda will also be issued shares of Red Eagle on a share-for-share basis as reimbursement for the issuance of Miranda shares to ExpoGold pursuant to the Pavo Option.




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Location and means of access to the property




Pavo Real lies within the department of Tolima 2.5 miles from the town of Rovira and 12.4 miles south of the city of Ibague. The Pavo Real project is easily accessed by road with manpower, water and power readily available.




History of previous operations and previous operators on the property




Exploration work on Pavo Real is limited to the surface soil and rock sampling described. No drilling has been conducted on the Pavo Real property. Limited artisan mining is active on the property.




Exploration work completed by Miranda and its funding partners on the property




In preparation to drilling and in order to define the initial drill targets the following work was completed by Red Eagle:




·
Detailed structural and geological mapping on surface and in historic underground workings;


·
Trenching;


·
Collection and analysis of 1,040 rock samples;


·
Aerial magnetic and radiometric (potassic alteration) surveys; and


·
Petrographic thin section study.





All preparation for drilling has been completed, including construction of drill pads, obtaining a water supply, storage facilities, permits, and surface rights access.





Strong radiometric anomalies inferred as potassic alteration zones coincide with mapped structures, historic workings and samples with anomalous grades of gold.  Of the 1,040 rock samples taken on the property, 540 rock samples assayed over 0.003 oz Au/t, averaging 0.12 oz Au/t.  Highlights of surface sampling include 135 feet of 0.043 oz Au in the La Virgin target area.





Red Eagle conducted an initial nine hole drill program totaling 11,150 feet.  Drilling was focused on determining structural controls to mineralization, with targets including quartz veins and veinlet systems in sedimentary host rocks and hydrothermal breccias. Ongoing exploration work and these drill results will be used to design a follow-up drill program.





Miranda and Red Eagle are encouraged by numerous anomalous intercepts.  This initial phase of drilling partially tested targets near the La Cruzada adits, the Quebrada Virgen adit and a breccia on the west side of the property.  Yet to be drill tested is a target on the southeast portion of the property where sandstone and limestone are in contact with intrusive rocks.  Red Eagle anticipates testing this area for sediment-hosted disseminated mineralization once a drill permit is issued.




Efforts to have the Pavo Real applications moved to concessions are ongoing.  An MMI geochemical sampling and mapping program of the entire district is underway to identify more drill targets.  Traditional soil sampling has not proved effective in this very steep topography and Red Eagle expects the MMI method to be an improvement.  The concessions have to be granted before Red Eagle is prepared to conduct additional drilling.




Rock formations and mineralization




Geology comprises a stratigraphic sequence of Lower Triassic red bed siltstones, fine-grained arenites, conglomerates and breccias (Luisa formation) overlain by Upper Triassic limestones with intercalated claystones, siltstones, calcareous shales and arentites (Payande formation) overlain by Upper Triassic to Lower Jurassic tuffs, agglomerates and lavas occasionally intercalated with red bed lithic arenites and siltstones (Saldana formation). The stratigraphic sequence is cut by granodiorites of the Jurassic Ibague batholith and associated minor intrusions. Gold mineralization at Pavo Real is hosted in sandstones, breccias and conglomerates with high fracture and vein density.




44 | Page




Cajamarca, within the departments of Tolima and Quindio, Colombia




Nature of interest and terms of acquisition




The Cajamarca project covers a total of 38.1 square miles and lie within the departments of Tolima and Quindio.




On December 10, 2010, the Company executed three option agreements (collectively the “Cajamarca Option”) by and among ExpoGold, the Company, and the Company’s subsidiary MAD IV; and the Colombian branch of MAD IV to acquire the Cajamarca, Fresno and Ibague mining interests.  The terms of the Cajamarca Option were agreed to in the Association Agreement.




On signing the Cajamarca Option, MAD IV paid ExpoGold a total of US$30,000 and the Company issued a total of 30,000 common shares to ExpoGold.  The Ibague option agreement was terminated prior to the first anniversary payment becoming due, and the Fresno option agreement was terminated in 2012, therefore, to maintain the Cajamarca Option, over the next five year anniversary dates, a total of US$240,000 additional cash payments and a further 370,000 common shares of the Company will be issued.  Annual payments of US$60,000 plus the issue of 100,000 common shares will be required to maintain the option until the first milestone is achieved.  The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent on the property.  MAD IV will pay ExpoGold $100,000 if it is less than 500,000 ounces of gold equivalent and $250,000 if it is more. Additional payments will be owed by MAD IV at various milestones as the steps to production progress.




45 | Page





Funding partner agreements





On August 12, 2011, the Company entered into a SPA and SA with Red Eagle. The SPA and SA agreements became effective on September 19, 2011.  Pursuant to the SPA, Miranda assigned 70%; or 70 of the 100 shares of MAD IV to Red Eagle.  The activities of MAD IV are governed by the SA.




To maintain its 51% shareholding in MAD IV, effectively representing a 51% interest in the Cajamarca Option, Red Eagle must make an aggregate US$4,000,000 contribution to MAD IV within the next five years (the “First Contribution”). These funds will be used to fund exploration work at the Cajamarca project.  If Red Eagle fails to make the First Contribution within the stated time period, Red Eagle will forfeit all of its shares of MAD IV to Miranda.




On completion of the First Contribution, Red Eagle will have the right and option for 180 days to further fund MAD IV at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Cajamarca project within eight years or contribute a minimum of US$10,000,000 within 10 years (the “Second Contribution”).




If Red Eagle fails to make the Second Contribution within the stated time period, Red Eagle will retain only 51 of the shares of MAD IV, but forfeit the remaining 19 of its shares of MAD IV to Miranda.




Location and means of access to the property




The Cajamarca project lies within the departments of Tolima and Quindio.  The project is located 31 miles west of the city of Ibague and 9 miles west of the city of Mariquita. The Cajamarca project is easily accessed by road with manpower, water and power readily available.




History of previous operations and previous operators on the property




Regional-scale public-domain geochemical data indicates several gold, lead, mercury and copper anomalies in an around the northern Cajamarca applications.




Exploration work completed by Miranda and its funding partners on the property




Exploration work has thus far focused on the southern half of the northern Cajamarca applications and has consisted of a regional stream sediment program, a detailed geophysical airborne magnetic survey and a rock chip sampling program.




Exploration at Cajamarca is currently on hold due to security concerns.  Miranda has agreed with Red Eagle to defer the exploration commitments until the security situation improves.  Miranda has provided notice of force Majeure to ExpoGold.




Rock formations and mineralization




The geologic setting at Cajamarca consists of meta-sediments that have been intruded by Tertiary and Cretaceous-age stocks.  Locally, the stocks are both hydrothermally and tectonically altered.





None of Miranda’s properties contain known ore reserves and all work programs are exploratory searches for ore grade mineralization.




ITEM 4A                      UNRESOLVED STAFF COMMENTS




Not applicable.




46 | Page




ITEM 5                      OPERATING AND FINANCIAL REVIEW AND PROSPECTS




A.                      Operating Results




Management’s discussion and analysis is presented in relation to the financial statements of Miranda, which statements are prepared as a going concern in accordance with IFRS.




Miranda is in the natural resource sector engaged in the acquisition, exploration and, given the proper situation, development of mineral properties.  The Company’s primary focus is on gold exploration. The Company has varying interests in a number of mineral properties located in Nevada and Colombia and during fiscal year 2012 in Alaska as well.




The Canadian Accounting Standards Board announced that January 1, 2011, was the changeover date for publicly-listed companies to use International Financial Reporting Standards (“IFRS”), replacing Canada’s own Generally Accepted Accounting Principles (“Canadian GAAP”). The consolidated financial statements referred in this Annual Report have been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in the financial statements are based on the IFRS issued and outstanding as at the date the Board of Directors approved the financial statements for issue.




Prior to the adoption of IFRS, the Company’s financial statements were prepared in accordance with Canadian GAAP. As the financial statements are the Company’s first annual financial statements prepared in accordance with IFRS, disclosure of the elected transition exemptions and reconciliation of accounting policy differences compared to Canadian GAAP have been provided.




The differences arose from a change in functional currency which has been reflected in reporting the Company’s financial position in the Company’s Canadian dollar presentation currency and the impact related to the different method of estimating share-based compensation expense under Canadian GAAP and IFRS.




Results of Operations for the year ended August 31, 2012 and 2011




The Company incurred a loss of $3,638,037 (2011 - $3,698,003) and a comprehensive loss of $3,782,833 for the year ended August 31, 2012 (2011 - $3,647,741).




Expenses for the year ending August 31, 2012 were $3,619,716 (2011 - $3,610,933).




Significant differences between the years follow:




Investor relations, travel and business promotion combined to $343,746 for the year ended August 31, 2012 (2011 - $327,543).  The investor relations programs in fiscal 2012 included attendance at several conferences, newsletters, news releases, interviews (internet), presentations and one-on-one meetings with brokers and analysts, media relations, corporate relations and web site maintenance and responses to inquiries.




The portion of wages and benefits for administration and joint venture management included in expenses are $768,447 for the year ending August 31, 2012 (2011 - $733,037).   In addition, the Company allocates a portion of wages and benefits to exploration projects on the basis of direct time spent that are included in property exploration costs.  The Company’s President is based in Reno and the Company has five additional full time employees based in our exploration office in Elko, Nevada, five full time employees based in Medellin, Colombia and until February 2011, had one full time investor relations manager in Vancouver.




Office rent, telephone, secretarial and sundry costs for the year ended August 31, 2012 were $201,109 (2011 - $190,850).  There were no significant differences between the 2012 and 2011 fiscal years.




Professional fees, which include audit, tax preparation and legal fees, were $92,586 (2011 - $80,398).  The additional accounting, audit, and legal fees for each of the Colombian branch offices, as well as audit fees related to the transition to IFRS incurred in fiscal 2012 have slightly increased this expense category, year over year.




47 | Page




Exploration and evaluation expenditures in the year ended August 31, 2012 were $1,449,857 net of recoveries from funding partners of $483,926 (2011 - $1,350,487 net of $605,803 recoveries).  Exploration and evaluation expenditures are expensed until such time as economically recoverable reserves have been defined on the mineral property and a decision to proceed with development has been made.  The Company acts as a service contractor to some of the Company’s partners on certain properties for which it was paid a management fee based on a percentage of eligible expenditures.  The Company earned $4,706 in the year ended August 31, 2012 (2011 - $3,123).  The components of exploration and evaluation expenditures are detailed in Note 9 of the financial statements.




Exploration and evaluation recoveries received by way of property option payments are first credited to the individual project’s capitalized exploration and evaluation asset cost before any remaining portion is recognized as a recovery.  In the year ended August 31, 2012, the Company recognized $9,400 as exploration and evaluation recoveries (2011 - $40,914).




The non-cash stock based compensation expense for stock options vested during the year was $459,188 in the year ended August 31, 2012 (2011 - $591,854).   The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model and recognized over the vesting period of the options.




In fiscal year 2012, the Company wrote off $52,865 in exploration and evaluation asset costs for the Ester Dome project in Alaska and another $33,600 for the Fresno project in Colombia.  This compared to $206,929 written off in fiscal year 2011.




The Company’s projects are at the exploration stage and have not yet generated any revenue from production to date.




Readers should refer to the notes to the consolidated financial statements for details regarding all the mineral leases and joint venture agreements for each of the Company’s properties.




B.                      Liquidity and Capital Resources




Miranda’s primary source of funds since incorporation has been through the issue of its common stock and the exercise of common stock options and common stock share purchase warrants.




Subsequent to August 31, 2012, the Company announced plans to complete a non-brokered private placement, which is expected close in December, 2012, to raise up to $5,000,000 through the issuance of 20,000,000 units at a price of $0.25 per unit (a “Unit”).  Each Unit will consist of one common share and one non-transferable common share purchase warrant, with each Warrant will entitle the holder thereof to purchase one additional common share of Miranda at a price of $0.375 for the first two years and $0.50 thereafter until expiry five years from the date of closing the private placement.  If the daily volume weighted average trading price of the common shares of Miranda is at least $0.50 per share for 20 consecutive trading days in the period commencing four months after the closing date and up to two years after the closing date or at least $0.75 per share thereafter, Miranda will have the right, exercisable within five trading days thereof, to accelerate the expiry date of the warrants to the date which is 30 days after notice is given to the holders of the warrants of the accelerated expiry date and a news release to that effect is given.




Miranda applies the joint venture business model to its operations.  Through generative exploration it stakes claims on mineral properties, or acquires the property by way of an option to lease agreement, and then seeks a joint venture partner to fund the exploration of the project to earn an interest.  In some agreements Miranda receives common stock and/or cash option payments as a portion of the cost to earn an interest in the project.




48 | Page




The Company records management fees earned for acting as a service contractor to certain exploration funding partners as an offset to expenses.  Mineral property option proceeds from properties where all acquisition costs have been recovered further reduce expenses.  The Company does not anticipate mining revenues from the sale of mineral production in the foreseeable future.  The operations of the Company consist of the exploration and evaluation of mining properties and as such the Company’s financial success will be dependent on the extent to which it can discover new mineral deposits.  The Company anticipates seeking additional equity investment from time to time to fund its activities that cannot be funded through other means.




The following is a summary of the Company’s financial results for the eight most recently completed quarters:




Aug

31

2012

IFRS

$
May

31

2012

IFRS

$
Feb

28

2012

IFRS

$
Nov

30

2011

IFRS

$
Aug

31

2011

IFRS

$
May

31

2011

IFRS

$
Feb

28

2011

IFRS

$
Nov

30

2010

IFRS

$Revenue
nil
nil
nil
nil
nil
nil
nil
nilLoss for the period
(1,110,058)
(758,125)
(742,117)
(1,027,737)
(733,502)
(894,036)
(702,633)
(1,367,832)Basic and diluted loss per share
(0.02)
(0.01)
(0.01)
(0.02)
(0.01)
(0.01)
(0.01)
(0.03)





Miranda began the fourth quarter of the 2012 fiscal year with cash of $5,877,911.   During the three months ended August 31, 2012, the Company expended $844,211 on operating activities and expended $76,997 on investing activities and the negative effect of $1,359 from foreign exchange on cash, to end on August 31, 2012, with $4,955,344 in cash.




Miranda began the 2012 fiscal year with cash of $7,636,663.   During the year ended August 31, 2012, the Company expended $2,585,875 on operating activities and $123,835 on investing activities and raised $29,750 on financing activities, and the negative effect of $1,359 from foreign exchange on cash to end on August 31, 2012, with $4,955,344 in cash.




As at November 30, 2012, there were 8,007,000 stock options outstanding pursuant to the 2006 Plan none of which were “in-the-money” (TSX.V closing price November 30, 2012 was $0.25).  In addition, as at November 30, 2012, there were 100,000 share purchase warrants none of which were “in-the-money”.




Authorized: an unlimited number of

common shares without par value
Common

Shares Issued

and

Outstanding
Common

Share

Purchase

Warrants
Stock

OptionsOutstanding August 31, 2012
53,074,452
1,200,000
6,587,000Stock options granted
-
-
1,575,000Stock options expired unexercised
-
-
(155,000)Share purchase warrants expired unexercised
-
(1,100,000)
-Outstanding at the date of this Annual Report
53,074,452
100,000
8,007,000





49 | Page




The Company has sufficient cash to meet its obligations as they come due.




C.                      Research and Development, Patents and Licenses




As Miranda is a mineral exploration company with no producing properties, the information required by this item is inapplicable.




D.                      Trend Information




Trends that are considered by Miranda to be reasonably likely to have a material effect on our results of operations are discussed above under “Operating Results” in Item 5.A and “Liquidity and Capital Resources” in Item 5.B. Further, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for its mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals.  As a mineral resource exploration company, the interest in Miranda’s stock, and our ability to raise financing and conduct work programs, has been cyclical as it is related to metal prices that, traditionally, have been cyclical in nature.  If the global demand for gold decreases and gold prices decrease, it could adversely impair Miranda’s ability to raise financing and advance the exploration of our mineral properties.




The Company is a mineral exploration company. At this time, any issues of seasonality or market fluctuations have no material impact other than our ability to raise additional equity capital on terms that are acceptable to the Company.  The Company currently defers its mineral property acquisition costs.  The Company expenses its exploration and project investigation and general and administration costs and these amounts are included in the net loss for each quarter. The Company’s treasury, in part, determines the level of exploration undertaken.




E.                      Off-Balance Sheet Arrangements




Miranda does not have any off-balance sheet arrangements.




F.                      Tabular Disclosure of Contractual Obligations




The following table outlines the current contractual obligations of Miranda as at August 31, 2012:




Payments due by periodContractual Obligations
Total
Less than 1

year
1-3 years
3-5 years
More than 5

yearsLong-term Debt Obligations
$             -
$             -
$             -
$             -
$             -Capital Lease Obligations
$             -
$             -
$             -
$             -
$             -Operating Lease Obligations
$             -
$             -
$             -
$             -
$             -Purchase Obligations
$             -
$             -
$             -
$             -
$             -Other Long-term Liabilities
$             -
$             -
$             -
$             -
$             -




G.           Safe Harbor




Certain statements contained in the foregoing Operating Results and elsewhere in this Annual Report on Form 20-F constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Miranda to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward-looking statements in light of the risks set forth below.




50 | Page




Risk factors that could affect our future results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks, no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of changes in foreign currencies' exchange rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and base metals, and receipt of permits and approvals from governmental authorities.




ITEM 6                      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES




A.                      Directors and Senior Management




The following table lists as of August 31, 2012, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.




Name
Title
Date First Elected/AppointedKenneth Cunningham
Director, President and CEO
November 7, 2003, President of Miranda U.S.A. Inc. and on February 9, 2004, as President and Chief Executive Officer of MirandaSteven Ristorcelli 1, 2
Director
February 20, 1995, and until July 29, 2003, Corporate  Secretary of MirandaG. Ross McDonald1
Director
August 9, 2006James Cragg 2, 3
Director
December 13, 2004Ian Slater1
Director
December 10, 2007Paul van Eeden3
Director
September 26, 2010Doris Meyer
Chief Financial Officer and Corporate Secretary
February 1, 2006Joseph Hebert
Vice President Exploration
December 8, 2003


1Member of the Audit Committee




2Member of the Compensation Committee




3 Member of the Corporate Governance and Nominating Committee




There are no family relationships between any two or more Directors or Executive Officers of Miranda. There are no material arrangements or understandings between any two or more Directors or Executive Officers.




The following is a brief description of the principal business activities of the directors and senior management of Miranda.




51 | Page




Kenneth Cunningham




Kenneth Cunningham, M.S.Geo, B.S.Geo, P. Geo, is a director and President and Chief Executive Officer of Miranda.  Mr. Cunningham has over thirty-five years experience from diversified mineral exploration and mining geology through to executive management; over twenty of those years have been focused in Nevada. Mr. Cunningham was previously Vice President of Nevada North Resources (U.S.A.) Inc., a private company involved in Nevada exploration.  Prior to his involvement with Nevada North, he was Exploration Manager with Uranerz U.S.A. Inc.  During his tenure with Uranerz Mr. Cunningham led the acquisition and exploration effort that resulted in two Nevada discoveries; a four-million ounce discovery in the Battle Mountain trend and a one-plus-million ounce discovery in the northern Carlin trend.  He was also instrumental in establishing, and subsequently managing, Uranerz’ Mongolian gold exploration program.  Mr. Cunningham has also been Vice President of Tenneco Minerals Company and a Resident Manager with Echo Bay Mining Company.  Mr. Cunningham is a Director of Red Eagle Mining Corporation, a publicly traded mineral exploration company.





Steven Ristorcelli





Steven Ristorcelli is a director of Miranda and has served in this capacity since 1995.  Mr. Ristorcelli brings over thirty years of geological, advanced stage exploration and development and mining experience to the Board.  He has been Principal Geologist with Mine Development Associates of Reno, Nevada, for eighteen years where he specializes in resource modeling, audits and evaluations.  His work as a consultant takes him throughout North America, South America, Europe and Africa.  Mr. Ristorcelli is an independent director.




G. Ross McDonald




G. Ross McDonald is a director of Miranda and has served in this capacity since August 9, 2006.  Mr. McDonald is a retired chartered accountant and brings a long history of experience in dealing with junior resource companies in various capacities, including Chief Financial Officer.  Mr. McDonald has been a registered Chartered Accountant since 1968 and he is a director of Bravada Gold Corporation., Consolidated Woodjam Copper Corp., Constantine Metal Resources Ltd., Cordoba Minerals Corp., and Fjordland Exploration Inc. all publicly traded mineral exploration companies.  Mr. McDonald is an independent director.




James Cragg




James F. Cragg is a director of Miranda and has served in this capacity since December, 2004.He is a business and marketing consultant and until recently he was President and COO of MegaPath Inc., a private networking company providing managed IP data, voice and security services to small, medium and large corporations in the USA.  He was previously President and CEO of Linmor Inc., President and COO of PSINet, and President and COO of Advanced Communications Group, Inc.  Mr. Cragg is an independent director.




Ian Slater




Ian Slater is a director of Miranda and has served in this capacity since December 10, 2007.  Mr. Slater was recommended to Miranda by the Lundin Group of companies following a 2008 financing in which Global NR Holding SA, a Luxembourg based holding company which is controlled by the Lundin Family, participated in an equity financing with Miranda.  Mr. Slater has been involved in the gold mining industry for twenty years and was a former partner with Ernst & Young where he led their mining practice.  Mr. Slater’s expertise has also focused on Central Asia and Russia, dealing with government negotiations for many major mining companies.  Mr. Slater has a Bachelor in Business Administration and is a Canadian Chartered Accountant.  Mr. Slater is a director of Slater Mining Corporation, TLO Capital Corp. and Red Eagle Mining Corporation, all publicly traded companies.  Mr. Slater is an independent director.




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Paul van Eeden




Paul van Eeden is a director of Miranda and has served in this capacity since September 26, 2010.He is also the President of Cranberry Capital Inc., a private Canadian holding company.  Mr. Van Eeden began his career in the financial and resource sectors as a stockbroker with Rick Rule’s Global Resource Investments Ltd. in 1996 and has been active in financing mineral exploration companies and analyzing markets ever since.  Mr. Van Eeden is a director of Evrim Resources Corp. and Synodon Inc., both publicly traded companies.  Mr. Van Eeden is an independent director.




Doris Meyer




Doris Meyer joined Miranda as its Chief Financial Officer effective February 1, 2006 and as Corporate Secretary effective June 1, 2006.  She is a member of the Certified General Accountants Associations of British Columbia and Canada since May 21, 1985.   Through her 100% owned company, Golden Oak Corporate Services Ltd., she and her team provide corporate and financial compliance services to publicly-traded mining companies.




Joseph Hebert




Joseph Hebert, B.S. Geo., is Vice President Exploration.  Mr. Hebert brings nearly thirty years of experience from diversified mineral exploration and mining geology through to senior geologist and exploration management. More than twenty of these years have been focused in Nevada.  Prior to joining Miranda in 2003, Mr. Hebert had been senior exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott Minerals) located on the Battle Mountain Trend in North Central Nevada.  He was a member of the exploration team that discovered the 7.5 million ounce Cortez Hills deposit and he directed all generative and acquisition efforts within the Cortez Joint Venture area of interest.  Mr. Hebert is credited with team participation in multiple gold discoveries in Nevada and Utah over the course of his career.




B.                      Compensation




Miranda pays to each director, who is not an employee, member of management or a consultant to Miranda, an annual fee of US$6,000 for his services as a director of Miranda.  In the fiscal year ended August 31, 2012, Miranda paid $30,319 in director fees.  Directors of Miranda are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors.  Miranda does, from time to time, grant options to purchase common shares to the directors.  The following table sets out details of incentive stock options granted by Miranda to the non-executive directors during the fiscal year ended August 31, 2012.




Name

Date of grant

Options granted

Exercise price

Expiry dateJames F. Cragg

Oct 20, 2011

85,000

$ 0.40

Oct 20, 2016G. Ross McDonald

Oct 20, 2011

105,000

$ 0.40

Oct 20, 2016Steven Ristorcelli

Oct 20, 2011

100,000

$ 0.40

Oct 20, 2016Ian Slater

Oct 20, 2011

90,000

$ 0.40

Oct 20, 2016Paul van Eeden

Oct 20, 2011

95,000

$ 0.40

Oct 20, 2016




The following table is a summary of the compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2012.




53 | Page




Summary Compensation




Name and principal position
Fiscal

year

ended

August31
Salary
Bonus
Other annual compensation
Securities

Under

Options

Granted
Restricted

Shares or

Restricted

Share

Units ($)Kenneth D. Cunningham(1)

President/CEO
2012
$194,300
Nil
Nil
400,000
NilDoris A. Meyer(2)

Chief FinancialOfficer/Corporate Secretary
2012
$Nil
Nil
$114,450
175,000
Nil


(1)
During the financial year ended August 31, 2012, Mr. Cunningham was paid US$192,500 in salary, the approximate Canadian dollar equivalent of $194,300 using an average exchange rate for the financial year of $1.00935.  See “Termination of Employment, Change in Responsibilities and Employment Contracts” below.




(2)
Consulting fees are paid to Golden Oak Corporate Services Ltd., a company owned by Doris Meyer.  See “Termination of Employment, Change in Responsibilities and Employment Contracts” below.




Kenneth D. Cunningham, the President and Chief Executive Officer of Miranda, entered into an employment agreement (the “Cunningham Agreement”) with Miranda on September 1, 2005, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent with the position held in consideration of an annual salary, currently at the rate of US$192,500, to be reviewed annually between Mr. Cunningham and Miranda.  Mr. Cunningham’s employment pursuant to the Cunningham Agreement is for an indefinite term, continuing until terminated pursuant to the terms of the Cunningham Agreement.  Miranda may terminate the Cunningham Agreement for cause, as more particularly set out in the Cunningham Agreement, or at any time without cause by payment to Mr. Cunningham equal to two times his annual salary, based on the annual salary pursuant to the Cunningham Agreement at the time of termination, and all wages owing to Mr. Cunningham up to and including his last day of employment (collectively, the “Severance Package”, as defined in the Cunningham Agreement).  Mr. Cunningham may terminate the Cunningham Agreement on 30 days’ written notice to Miranda if: i) Miranda makes a material adverse change in the salary, duties or responsibilities assigned to Mr. Cunningham pursuant to the Cunningham Agreement; or ii) a “change in control” (as defined in the Cunningham Agreement) of Miranda occurs; in either of which cases, Miranda shall pay to Mr. Cunningham the Severance Package.  Mr. Cunningham may terminate the Cunningham Agreement at any time without cause on 60 days’ written notice to Miranda.




On April 1, 2011,  Miranda renewed a consulting agreement with Doris Meyer and her wholly owned company, Golden Oak Corporate Services Ltd., (the “Meyer Agreement”) in connection with provision by Ms. Meyer of her services as the Chief Financial Officer and Corporate Secretary of Miranda and the provision as an independent contractor by Golden Oak Corporate Services Ltd. (“Golden Oak”) to Miranda of accounting, financial, corporate and regulatory compliance services in consideration of an annual service fee of $114,450 plus applicable taxes and reimbursement of reasonable office costs and expenses and all pre-approved travel and out-of-pocket expenses incurred by Golden Oak in furtherance of or in connection with the business of Miranda and its subsidiaries. The Meyer Agreement was for an initial term of one year and, unless terminated in accordance with its terms, is renewed annually.  The Meyer Agreement may be terminated by Miranda for cause without notice or without cause at any time upon ten days written notice of termination specifying the date of such termination, in which event Miranda shall pay to Golden Oak an amount equal to one-half of the service fee then payable under the Meyer Agreement and, upon such payment and reimbursement of any other amounts then due and owing, Golden Oak shall have no further recourse from Miranda.  The Meyer Agreement may be terminated by Golden Oak upon 60 days written notice to Miranda provided that Miranda may waive such notice, in which case Golden Oak’s services will terminate upon Miranda giving such waiver.  During the 60 day notice period, Golden Oak and Ms. Meyer will agree to perform their obligations to Miranda if Miranda requests such performance and will perform such obligations in the manner directed by Miranda.  On a defined change of control event and if Golden Oak terminates its services within 90 days following the event, or if Golden Oak’s services are terminated by Miranda without cause, Golden Oak will be entitled to be paid by Miranda one-half of the annual service fee in effect at the time of the change of control event.  The Meyer Agreement contains non-disclosure and non-solicitation provisions typical of an agreement of its nature.




54 | Page




C.                      Board Practices




The directors of Miranda are elected annually and hold office until the next annual general meeting of the members of Miranda or until their successors in office are duly elected or appointed. All directors are elected for a one-year term. Except as disclosed in Item 6, Directors, Senior Management and Employees, Part B. Compensation, there are no director service contracts between Miranda and its directors providing for benefits upon termination of employment.




Our Board has an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The members of the committees do not have any fixed terms for holding their positions, are appointed and replaced from time to time by resolution of the Board and do not receive any separate cash remuneration for acting as members of the committee, however committee members are awarded additional stock options for each committee served on.




Audit committee charter




Purpose of the committee




The purpose of the Audit Committee of the Board of Miranda is to provide an open avenue of communication between management, Miranda’s independent auditor and the Board, and to assist the Board in its oversight of:




·
the integrity, adequacy and timeliness of Miranda’s financial reporting and disclosure practices;


·
Miranda’s compliance with legal and regulatory requirements related to financial reporting; and


·
the independence and performance of Miranda’s independent auditor.





The Audit Committee shall also perform any other activities consistent with this Charter, Miranda’s articles and governing laws as the Audit Committee or Board deems necessary or appropriate.




The Audit Committee shall consist of at least three directors. Members of the Audit Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Audit Committee shall elect a Chairman from among their number. A majority of the members of the Audit Committee must not be officers or employees of Miranda or of an affiliate of Miranda.  The quorum for a meeting of the Audit Committee is a majority of the members who are not officers or employees of Miranda or of an affiliate of Miranda.  With the exception of the foregoing quorum requirement, the Audit Committee may determine its own procedures.




The Audit Committee’s role is one of oversight. Management is responsible for preparing Miranda’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with IFRS.  Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.




The independent auditor’s responsibility is to audit Miranda’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards; that the financial statements present fairly, in all material respects, the financial position, income (loss) and comprehensive income (loss), changes in equity, and cash flows of Miranda in accordance with IFRS.




The Audit Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing Miranda’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for Miranda, and for reviewing and recommending the compensation of the independent auditor. The Audit Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Audit Committee.




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Authority and responsibilities




In addition to the foregoing, in performing its oversight responsibilities the Audit Committee shall:




1.
Monitor the adequacy of this Charter and recommend any proposed changes to the Board.




2.
Review the appointments of Miranda’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.




3.
Review with management and the independent auditor the adequacy and effectiveness of Miranda’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.




4.
Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.




5.
Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.




6.
Review Miranda’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.




7.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by Miranda, including consideration of the independent auditor’s judgment about the quality and appropriateness of Miranda’s accounting policies. This review may include discussions with the independent auditor without the presence of management.




8.
Review with management and the independent auditor significant related party transactions and potential conflicts of interest.




9.
Pre-approve all non-audit services to be provided to Miranda by the independent auditor.




10.
Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and Miranda and all non-audit work performed for Miranda by the independent auditor.




11.
Establish and review Miranda’s procedures for the:




a)
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and




b)
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.




12.
Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of Miranda.




13.
Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of Miranda.




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Audit committee members




Messrs. G. Ross McDonald, Ian Slater and Steven Ristorcelli are members of the Audit Committee of the Board of Miranda.  All are considered “independent” as that term is defined in applicable securities legislation and all three of the Audit Committee members have the ability to read and understand Miranda’s financial statements.




Mr. G. Ross McDonald is a Chartered Accountant and brings many years of experience in auditing public mining companies and is considered our financial expert.  Mr. McDonald recently retired from public practice with Smythe Ratcliffe Chartered Accountants, Vancouver, B.C. Previously, Mr. McDonald was a sole practitioner, providing accounting, auditing and tax services to a number of Vancouver mining company clients over the past 30 years. Mr. McDonald is a member in good standing of the Institute of Chartered Accountants of BC.




Mr. Slater was formerly the Managing Partner of both Ernst & Young’s Canadian and Arthur Andersen’s Central Asian Mining Practices.  A Chartered Accountant, Mr. Slater is also considered a financial expert.




Steven Ristorcelli is a senior level businessman with experience in financial matters and is financially literate.




All members of the Audit Committee have a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.  In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors of public companies other than Miranda.




Compensation Committee




Miranda has established a Compensation Committee consisting of James Cragg and Steven Ristorcelli.  Compensation recommendations are made by the Compensation Committee and reached primarily by comparison of the remuneration paid by Miranda with publicly available information on remuneration paid by other reporting issuers that the Committee feels are similarly placed within the same business as Miranda.  The recommendations of the Compensation Committee are then presented to the Board for approval.




Under a charter adopted by the Board the Compensation Committee is a committee of the Board with the primary function to assist the Board in fulfilling its oversight responsibilities by:




·
Reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change control packages of the Chairperson of the Board (if any), the President, the Chief Executive Officer and other members of the senior management team;




·
Recommendation of salary guidelines to the Board;




·
Administration of the Company’s compensation plans, including stock option plans, outside directors compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time;




·
Research and identification of trends in employment benefits; and




·
Establishment and periodic review of the Company’s policies in the area of management benefits and perquisites.




Corporate Governance and Nominating Committee




In addition to the Audit Committee and the Compensation Committee, Miranda has created a Corporate Governance and Nominating Committee and its current members are Jim Cragg and Paul van Eeden.  A Corporate Governance and Nominating Committee charter was adopted by the Board defining the primary function of the Committee as assisting the Board to fulfill its oversight responsibilities by:




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·
Assessing the effectiveness of the Board as a whole as well as discussing the contribution of individual members;


·
Assessing and improving the Company’s governance practices;


·
Proposing new nominees for appointment to the Board; and


·
Orienting new Directors.




D.                      Employees




As of August 31, 2012, there are five full time employees in Nevada and seven full time employees in Colombia. Doris Meyer the Chief Financial Officer and Corporate Secretary and Len Goldsmith the Controller of Miranda are retained pursuant to a contract between Miranda and Doris Meyer’s 100% owned company, Golden Oak Corporate Services Ltd.






E.                      Share Ownership




The following table sets forth, as of November 30, 2012, the number of Miranda’s common shares beneficially owned by the directors and members of senior management of Miranda, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.




The shareholders listed below possess sole voting and investment power with respect to the shares shown.




Directors and Senior Management Share Ownership




Name of Beneficial

Owner
Title of

Class
Number of

Securities of

Class
Percent of

Class *Kenneth Cunningham
Common
2,445,500
4.1%Steven Ristorcelli
Common
802,000
1.4%Joseph Hebert
Common
1,346,000
2.2%James F. Cragg
Common
519,494
0.9%Doris Meyer
Common
825,000
1.4%G. Ross McDonald
Common
529,000
0.9%Ian Slater
Common
460,000
0.8%Paul van Eeden
Common
1,852,500
3.1%TOTAL
Common
8,779,494
14.8%





*Based on 59,333,952 common shares outstanding and as if all of the options and warrants (6,259,500 as a group) held by directors and officers as at November 30, 2012, were exercised.




·
Kenneth Cunningham owns 453,500 common shares and holds a total of 1,992,000 stock options with exercise prices and expiry dates as shown in the table below;




·
Steven Ristorcelli owns 233,000 common shares and holds a total of 569,000 stock options with exercise prices and expiry dates as shown in the table below;




·
Joseph Hebert owns 89,000 common shares and holds a total of 1,257,000 stock options with exercise prices and expiry dates as shown in the table below;




·
James Cragg owns 79,494 common shares and holds a total of 440,000 stock options with exercise prices and expiry dates as shown in the table below;




·
Doris Meyer owns 15,000 common shares indirectly through a private company owned 100% by Doris Meyer; and Doris Meyer holds a total of 810,000 stock options with exercise prices and expiry dates as shown in the table below;




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·
G. Ross McDonald owns 20,000 common shares and holds a total of 509,000 stock options with exercise prices and expiry dates as shown in the table below;




·
Ian Slater owns 10,000 common shares and holds a total of 450,000 stock options with exercise prices and expiry dates as shown in the table below; and




·
Paul van Eeden owns 1,620,000 common shares indirectly through a private company and directly holds a total of 232,500 stock options with exercise prices and expiry dates as shown in the table below.




As of November 30, 2012, the directors and officers held as a group, directly or indirectly, an aggregate of 2,519,994 common shares and 6,259,500 stock options.




Options to Purchase Securities





Amendments to Miranda’s Amended and Restated Stock Option Plan (the “2006 Plan”) were approved by our shareholders on February 9, 2011.




Summary of the amended 2006 Plan


The aggregate number of common stock reserved for issuance or delivery upon exercise of all options granted under the 2006 Plan and outstanding on any particular date must not exceed 10,491,890 common shares of Miranda, which represented 20% of the issued common shares of Miranda as of December 9, 2010, the date of approval of the amended 2006 Plan by the Board.  If any options granted under the 2006 Plan expire or terminate for any reason without having been exercised in full, the un-purchased shares subject thereto shall thereupon again be available for purposes of the 2006 Plan, including for replacement options, which may be granted in exchange for such expired, surrendered, exchanged, cancelled or terminated options.




The 2006 Plan provides for: (i) the grant to employees of incentive stock options within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended, and (ii) the grant to employees, directors, consultants or independent contractors of Miranda of nonqualified stock options.  The 2006 Plan provides that it will be administered by the Board of Miranda, but the Board may delegate to a committee of the Board any or all authority for administration of the 2006 Plan.  The administrator shall be constituted to comply with Section 16(b) of the United States Securities Exchange Act of 1934, as amended and other applicable laws.  The administrator has the power to determine the terms of the options granted, including the exercise price, the number of shares subject to the option and the exercisability thereof.  Options granted pursuant to the 2006 Plan are not transferable by the optionee, other than by will or the laws of descent and distribution, and are exercisable during the optionee’s lifetime only by the optionee.  So long as Miranda is classified as a “Tier 2” issuer by the TSX Venture Exchange, options will vest and become exercisable in installments on a monthly, quarterly or annual basis (or a combination thereof) over a period of at least 18 months, but the Board may permit accelerated vesting in the event of a take-over bid or change of control of Miranda.




The exercise price of incentive stock options granted under the 2006 Plan must be at least equal to the fair market value of the shares at the time of grant.  With respect to any participant possessing more than 10% of the voting power of Miranda’s outstanding capital stock, the exercise price of any option granted must be at least equal to 110% of the fair market value on the date of grant and the maximum term of the option must not exceed five years.  The terms of all other options granted under the 2006 Plan may not exceed ten years; however, so long as Miranda remains a “Tier 2” issuer under the policies of the Exchange, which is its present status, options may not exceed a term of five years.




In the event of any extraordinary transactions relating to the capital structure of Miranda, such as a stock split, reverse stock split, stock dividend, combination or reclassification of common shares, the administrator may make such adjustments in the total number or price of common shares available for issuance under the 2006 Plan as it deems appropriate, subject to any required stockholder actions.  In the event of a merger, consolidation or reorganization (other than a merger in which the holders of common shares in Miranda immediately prior to the merger have the same proportionate ownership of common stock in the surviving corporation immediately after the merger) as a result of which the shareholders of Miranda receive capital stock of another corporation in exchange for their common shares of Miranda, the 2006 Plan provides that if the successor corporation refuses to assume the outstanding options or to substitute equivalent options, then the outstanding options will terminate immediately prior to such merger, consolidation or reorganization provided each optionee shall have the right immediately prior to such merger to exercise his or her option in whole or in part.  However, if the shareholders of Miranda receive cash or other property in exchange for their common shares of Miranda, the outstanding options will also terminate immediately prior to such merger with each optionee having the right immediately prior to such merger, consolidation or reorganization to exercise his or her option in whole or in part.




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The Board has the authority to amend or terminate the 2006 Plan, provided that no such action may impair the rights of the holder of any outstanding option without the written consent of any such holder, and provided further that certain amendments to the 2006 Plan are, by law, subject to stockholder approval.  The 2006 Plan will terminate on November 29, 2016, unless terminated sooner by the Board.




The names and titles of the Directors and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to such options is set forth in the following table as of November 30, 2012, as well as the number of options granted to Directors and all employees as a group. The exercise price of the options is stated in Canadian Dollars.




Stock Options Outstanding




Name
Title
Number of Shares of

Common Stock
Exercise Price
Expiration DateKenneth Cunningham
Sr. Officer/Director
277,000

615,000

400,000

400,000

300,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017Steven Ristorcelli
Director
97,000

197,000

100,000

100,000

75,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017James F. Cragg
Director
105,000

85,000

95,000

85,000

70,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017G. Ross McDonald
Director
99,000

115,000

115,000

105,000

75,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017Ian Slater
Director
100,000

105,000

90,000

90,000

65,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017Paul van Eeden
Director
75,000

95,000

62,500
$0.560

$0.400

$0.305
September 26, 2015

October 20, 2016

September 24, 2017Joe Hebert
Sr. Officer
207,000

350,000

250,000

250,000

200,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017Doris Meyer
Sr. Officer
155,000

175,000

175,000

175,000

130,000
$0.700

$0.350

$0.560

$0.400

$0.305
January 31, 2013

February 25, 2014

September 26, 2015

October 20, 2016

September 24, 2017


Total Officers/Directors (8 persons) 6,259,500 at November 30, 2012


Total Officers/Directors/Employees 8,007,000 at November 30, 2012




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ITEM 7                      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




A.                      Major Shareholders




To the knowledge of the directors and senior officers of Miranda the following shareholders of Miranda who own directly or indirectly, or exercises control or direction over, shares carrying more than 5% of Miranda’s common shares are:




Global Strategic Management Inc. reported on Schedule 13G to the Securities Exchange Commission on February 10, 2011, that as at December 31, 2010, it held 3,025,800 common shares of Miranda or 5.7%.




All holders of Miranda’s common shares have equal voting rights.




To the best of Miranda’s knowledge, Miranda is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.




Miranda’s common stock is issued in registered form and the following information is taken from the records of Computershare Investor Services located in Vancouver, British Columbia, Canada, the registrar and transfer agent for the common stock.




Miranda’s registered shareholder list for Miranda’s common shares, dated November 30, 2012, showed 53 registered shareholders and 53,074,452 shares outstanding of which 41 of these registered shareholders were US residents including one that is a depository for US residents, so that US residents own 12,499,788 common shares representing 23.6% of the issued and outstanding shares of Miranda.




B.                      Related Party Transactions




During the year ended August 31, 2012, and 2011, the Company:





a)
paid $5,111 (2011 - $6,094) to directors or companies controlled by common officers or directors for telephone, courier, website, internet and office services;





b)
paid $114,450 (2011 - $108,938) to a company controlled by a common officer pursuant to a contract for consulting fees; and





c)
included in wages and benefits are fees paid to independent directors of $30,319 (2011 - $32,129).





At August 31, 2012, an amount of $34,337 for expenses and director fees owed to officers and directors are included in accounts payable and accrued liabilities (August 31, 2011 - $16,919). These amounts were settled in the ordinary course of business shortly after the year end.





A director and officer of the Company holds a 10% interest in Nevada North’s interest in the Company’s Coal Canyon and Red Hill projects.




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Ken Cunningham and Ian Slater are directors in common to both Miranda and Red Eagle.  Both directors abstained from voting at each of the company’s board of directors meetings that approved the share purchase agreement and shareholder agreement for the Pavo Real and Cajamarca properties.





Other than as disclosed above, there have been no transactions during the 2012 fiscal year which have materially affected or will materially affect Miranda in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable to Miranda as Miranda could have obtained from unaffiliated parties.




C.                      Interests of Experts and Counsel




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and, as such, there is no requirement to provide any information under this sub-item.




ITEM 8                      FINANCIAL INFORMATION




A.           Consolidated Statements and Other Financial Information




Financial Statements





The financial statements required as part of this Annual Report are filed under Item 18 of this Annual Report.





Legal and Arbitration Proceedings





Miranda is not involved in any legal or arbitration proceedings.





Dividends





Miranda has not declared any dividends for the last five years and does not anticipate that we will do so in the foreseeable future. Miranda does not presently have any intention of paying dividends. Our future dividend policy will be determined by its Board on the basis of earnings, financial requirements and other relevant factors.




B.           Significant Changes




No significant changes have occurred since the date of Miranda’s most recent audited financial statements, August 31, 2012, other than disclosed in this Annual Report on Form 20-F, items represented in Note 18 to the financial statements,  and property update activities as reported in Note 9 to the financial statements for the year ended August 31, 2012.




ITEM 9                      THE OFFER AND LISTING




A.           Offer and Listing Details




Miranda’s common shares trade on the TSX.V under the trading symbol “MAD” and CUSIP # 604673103.




The following table lists the annual high and low market sales prices on the TSX.V for the five most recent full financial years.




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TSX.V Stock Trading Activity, Sales, Cdn$




For the Fiscal Year Ended
High
LowAugust, 2012
0.50
0.24August, 2011
0.81
0.38August, 2010
0.84
0.32August, 2009
0.51
0.17August, 2008
1.41
0.40





The following table lists the volume of trading and high, low and closing sales prices on the TSX.V for shares of Miranda’s common stock for the last eight fiscal quarters.




TSX.V Stock Trading Activity, Sales




Period

Ended
Volume
High
Low
CloseFeb 28/11
4,586,218
$0.74
$0.56
$0.65May 31/11
5,650,991
$0.66
$0.40
$0.49Aug 31/11
3,306,526
$0.56
$0.38
$0.46Nov 30/11
1,188,490
$0.42
$0.31
$0.33Feb 28/12
6,591,512
$0.50
$0.24
$0.465May 31/12
2,296,741
$0.41
$0.285
$0.405Aug 31/12
1,268,219
$0.36
$0.25
$0.35Nov 30/12
3,113,092
$0.34
$0.245
$0.34





The following table lists the high and low sales prices on the TSX.V for shares of Miranda’s common stock for the most recent six months.




TSX.V Stock Trading Activity, Sales




Period Ended
High
LowJun-12
$0.36
$0.265Jul-12
$0.30
$0.25Aug-12
$0.34
$0.285Sep-12
$0.33
$0.28Oct-12
$0.34
$0.275Nov-12
$0.29
$0.245




Price Fluctuations: Share Price Volatility




In recent years, securities markets in Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been related to operating performance or underlying asset values on prospects of such companies.  Miranda’s shares fluctuated during fiscal 2012, from a low of $0.24 to a high of $0.50; and for the most recent six months from a low of $0.245 to a high of $0.36. Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There can be no assurance that continual fluctuations in Miranda’s share price and volume will not occur.




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B.           Plan of Distribution




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




C.           Markets




Miranda shares trade on the following stock exchanges and other regulated markets:




Stock Exchange or other regulated market
Company symbolTSX Venture Exchange
MADOTC Bulletin Board
MRDDFFrankfurt Stock Exchange
MRGBerlin Stock Exchange
MRG




D.                      Dilution




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




E.                      Expenses of the Issue




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




ITEM 10                      ADDITIONAL INFORMATION




A.                      Share Capital




This Form 20-F is being filed as an annual report under the Securities Exchange Act 1934, and as such, there is no requirement to provide any information under this item.




B.                      Memorandum and Articles of Association




Incorporation




Miranda was incorporated in British Columbia, Canada on May 4, 1993 by registration of its Memorandum and Articles.




On March 14, 2006, Miranda amended its Notice of Articles to conform to the Business Corporations Act (British Columbia).  The Business Corporations Act replaced CompanyAct (British Columbia) and adopted many provisions similar to those contained in corporate legislation elsewhere in Canada.




Information regarding the articles of Miranda and the various matters regarding the objects and purposes of Miranda, the powers of its directors, its authorized capital and the rights of its shareholders is incorporated by reference from Miranda’s Annual Report on Form 20-F for the year ended August 31, 2005, as filed with the Securities and Exchange Commission on March 15, 2006.




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C.                      Material Contracts




The Company has not entered into any material contracts outside of the ordinary course of business for the two years immediately preceding publication of the document.




D.                      Exchange Controls




Miranda is a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada.




Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed in “10.E. Taxation” below.




There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.




E.                      Taxation




Certain Canadian Federal Income Tax Consequences




The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”).  This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in Miranda Gold Corp. is effectively connected with such permanent establishment or fixed base.  This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof.  It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect.  This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest.  Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances.




The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada are a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).




Dividends on Common Shares and Other Income




Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada.  We are responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the Payor Corporation.




The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or our stated capital had increased by reason of the payment of such dividend. We will furnish additional tax information to our shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.




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The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.




Dispositions of Common Shares




Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties.  The capital gains net of losses included in income are as follows.  For gains net of losses realized before February 28, 2000, as to 75%.  For gains net of losses realized after February 27, 2000 and before October 18, 2000, as to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.




Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.”  Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.




The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:




(a)
the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;




(b)
the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or




(c)
the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.




Certain U.S. Tax Consequences




U.S. Federal Income Tax Consequences




The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law.  This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Canadian Federal Income Tax Consequences” above). Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances.




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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.




U.S. Holders




As used in this annual report, a “U.S. Holder” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code.  This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.  This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock.  This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.




Distributions on Our Common Shares




In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (See more detailed discussion at “Foreign Tax Credit” below). Dividends received from us by a non-corporate U.S. Holder during taxable years beginning before January 1, 2011, generally, will be taxed at a maximum rate of 15% provided that such U.S. Holder has held to shares for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and that certain other conditions are met (“qualified dividend income”).  For this purpose, dividends will include any distribution paid by us with respect to our common shares but only to the extent such distribution is not in excess of our current and accumulated earnings and profits, as determined under U.S. Federal income tax principles.




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To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of property.    For this purpose, “qualified dividend income” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program.   We currently anticipate that if we were to pay any dividends with respect to our shares, they should constitute “qualified dividend income” for U.S. federal income tax purposes and that U.S.  Holders who are individuals should be entitled to the reduced rates of tax, as applicable.




In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income.   However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.




Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of our voting power and value, or to a 85% deduction if the U.S. Holder owns shares representing at least 20% o the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.




Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax.  However, for dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or a U.S. related paying agent (including a broker) a U.S. Holder will be subject to U.S. information reporting requirements and may also be subject to the 28% (tax years beginning in 2006 and 2007) U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.




Foreign Tax Credit




A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific categories of income. For tax years beginning after December 31, 2006, the foreign tax credit is limited separately with respect to passive category income and general category income.   Dividends distributed by us will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income,” which for tax years beginning after December 31, 2006, is in certain cases treated as general category income. Additionally, the rules regarding U.S. foreign tax credits include limitations that apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above.  For tax years beginning after December 31, 2004, U.S. Holders can reduce their alternative minimum tax (“AMT”) liability by an AMT foreign tax credit without the limitation.  Under the pre-2006 Act Law, the AMT foreign tax credit was limited to 90% of AMT.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.




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Disposition of Our Common Shares




In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash and the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares.  Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts.  In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years preceding the loss year and carried forward five years following the loss year to be offset against capital gains until such net capital loss is thereby exhausted.




Other Considerations




Set forth below are certain material exceptions to the above-described general rules describing the U.S. federal income tax consequences resulting from the holding and disposition of common shares:




Foreign Personal Holding Company




The Foreign Personnel Holding Company (“FPHC”) rules have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year ends with or within the FPHC’s tax year.  Prior to repeal, if at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares was owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who were citizens or residents of the U.S. and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from certain interest and dividends), we may have been a FPHC. In that event, U.S. Holders that hold common shares would have been required to include in gross income as a dividend for such year their allocable portions of such passive income to the extent we did not actually distribute such income.   Each U.S. Holder should consult his own tax advisor about this change of law.




Foreign Investment Company




The rule relating to foreign investment companies have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year end with or within the corporation’s tax year.  Prior to repeal, if 50% or more of the combined voting power or total value of our outstanding shares was held, directly or indirectly, by citizens or residents of the U.S., U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), and we were found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interests therein, it is possible that we were a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain.   Each U.S. Holder should consult his own tax advisor about this change of law.




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Passive Foreign Investment Company




As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, depending upon the percentage of the Company’s assets which is held for the purpose of producing passive income.




Certain United States income tax legislation contains rules governing PFICs which can have significant tax effects on U.S. Shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value or, if the Company is a controlled foreign corporation or makes an election, by adjusted tax basis, of its assets that produce or are held for the production of “passive income”, is 50% or more.




A U.S. shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. Federal income taxation under one of two alternative tax regimes at the election of each such U.S. shareholder. The following is a discussion of such two alternative tax regimes applied to such U.S. shareholders of the Company.




A U.S. shareholder who elects in a timely manner to treat the Company as a Qualified Electing Fund (“QEF”), as defined in the Code (an “Electing U.S. Shareholder”), will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro-rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.




The effective QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital, (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred taxes. If the Electing U.S. Shareholder is not a corporation, such an interest charge would be treated generally as “personal interest” that can be deducted only when it is paid or accrued and is only 10% deductible in taxable years beginning in 1990 and not deductible at all in taxable years beginning after 1990.




The procedures a U.S. Shareholder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Shareholder’s holding period in which the Company is a PFIC. If the U.S. Shareholder makes a QEF election in such first year, i.e. a timely QEF election, then the U.S. Shareholder may make the QEF election by simply filing the appropriate documentation at the time the U.S. Shareholder files its tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during such shareholder’s holding period, then in addition to filing documents, the U.S. Shareholder must elect to recognize (i) (under the rules of Section 1291 discussed below), any gain that he would otherwise recognize if the U.S. Shareholder sold his stock on the application date or (ii) if the Company is a controlled foreign corporation, and such shareholder so elects, his/her allocable portion of the Company’s post-1986 earnings and profits.




When a timely QEF election is made, if the Company no longer qualifies as a PFIC in a subsequent year, normal code rules will apply. It is unclear whether a new QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S. Shareholders should seriously consider making a new QEF election under those circumstances.




If a U.S. Shareholder does not make a timely QEF election in the year in which it holds (or is deemed to have held) the shares in question and the Company is a PFIC (a “Non-resident U.S. shareholder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on disposition (or deemed to be realized by reason by of a pledge) of his/her common shares and (ii) certain “excess contributions”, as specially defined, by the Company.




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Non-electing U.S. shareholders generally would be required to pro-rata all gains realized on the disposition of his/her common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the Company during such U.S. Shareholder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such tax liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is partially or wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.




If the Company is a PFIC for any taxable year during which a Non-electing U.S. Shareholder holds common shares, then the Company will continue to be treated as a PFIC with respect to such common shares, even if it is no longer definitionally a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.




Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Shareholders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.




Certain special, generally adverse, rules will apply with respect to the common shares while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code, a U.S. shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.




The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative ruling and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance any of these proposed regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. persons who are shareholders of the Company are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company.




Controlled Foreign Corporation




If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the United States, U.S. domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“U.S. Shareholder”), we would be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code.  This classification could affect many complex results, one of which is the inclusion by the U.S. shareholders of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes U.S. Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property.  The foreign tax credit described above may reduce the U.S. tax on these amounts.  In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of the CFC by a U.S. Holder which is or was a U.S. Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the CFC attributable to the shares sold or exchanged.  If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to U.S. Shareholders of the CFC.  This rule generally is effective for taxable years of U.S. Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of U.S. Shareholders.  Special rules apply to U.S. Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC.  Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.  We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.




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F.                      Dividends and Paying Agents




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




G.                      Statement by Experts




This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.




H.                      Documents on Display




Any of the documents referred to in this Form 20-F can be viewed at the office of Miranda, which is located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia V4B 1E6 during normal business hours. All of the documents referred to above are in English.




Miranda is required to file financial statements and other information with all of the Securities Commissions in Canada electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be viewed at www.sedar.com.




I.                      Subsidiary Information




This information is not required for reports filed in the United States.




ITEM 11                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Miranda is a “small business issuer”, and as such, does not need to provide the information required by this Item 11.




ITEM 12                      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




Not applicable




PART II


ITEM 13                      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES




Not applicable




ITEM 14                      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS




Not applicable




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ITEM 15                      CONTROLS AND PROCEDURES




Disclosure Controls and Procedures




At the end of the period covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2012, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.




Management’s Report on Internal Control over Financial Reporting




The management of Miranda is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:




·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;




·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and




·
provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.




The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2012. In making this assessment, it used the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2012, the Company's internal control over financial reporting is effective based on those criteria.




The SEC has defined a material weakness as a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual financial statements will not be prevented or detected on a timely basis.




Attestation Report of the Registered Accounting Firm




This Annual Report does not include an attestation report of Davidson & Company LLP, an independent registered public accounting firm that audited the Company's annual financial statements included in this Annual Report, regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant the rules of the SEC that permit the Company to provide only management's report in this Annual Report.




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Changes in Internal Controls over Financial Reporting




There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




ITEM 15T                      CONTROLS AND PROCEDURES




Not applicable




ITEM 16                      [RESERVED]




ITEM 16A                      AUDIT COMMITTEE FINANCIAL EXPERT




The Board has determined that G. Ross McDonald, a member of its audit committee, qualifies as an “audit committee financial expert” as defined in Item 16.A. of Form 20-F.




ITEM 16B                      CODE OF ETHICS




Miranda adopted a Code of Business Conduct and Ethics (the Code) on August 9, 2006 and it is posted on www.sedar.com and on EDGAR and was attached as an exhibit to Miranda’s Annual Report for the fiscal year ended August 31, 2007.   All directors, officers, employees and consultants of Miranda will comply with the Code, which reaffirms Miranda’s high standards of business conduct.





As adopted, the Code of Ethics sets forth standards that are designed to prevent wrongdoing and to promote:





·
honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;





·
full, fair, accurate, timely and understandable disclosure in reports and documents that Miranda files with, or submits to, the Securities and Exchange Commission and in other public communications made by Miranda;





·
compliance with applicable governmental laws, rules and regulations;





·
protection of and respect for the confidentiality of information acquired in the course of work;





·
responsible use of and control over assets and resources; and





·
the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics.







ITEM 16C                      PRINCIPAL ACCOUNTANT FEES AND SERVICES




During the financial years ended August 31, 2012 and 2011, Davidson & Company LLP, Chartered Accountants, served as Miranda’s auditor.




The chart below sets forth the total amount accrued by Miranda to Davidson & Company for services performed in the fiscal years 2012 and 2011; and breaks down these amounts by category of service in Cdn$.




"Audit Fees" are the aggregate fees billed by Davidson for the audit of Miranda’s consolidated annual financial statements that are provided in connection with statutory and regulatory filings or engagements.




"Audit-Related Fees" are fees charged by Davidson for assurance and related services that are reasonably related to the performance of the audit or review of Miranda’s financial statements and are not reported under "Audit Fees." This category comprises fees billed for independent accountant review of the 20-F Annual Report and Management Discussion and Analysis.




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"Tax Fees" are fees for professional services rendered by Davidson for tax compliance, tax advice on actual or contemplated transactions.




The fees for auditor services paid or accrued to Davidson in each of the last two fiscal years for audit and non-audit related services are as follows:




Principal Accountant

Fees and Services
Fiscal Year ended

August 31, 2012

Cdn$
Fiscal Year ended

August 31, 2011

Cdn$Audit Fees
57,000
56,100Audit-Related Fees(IFRS)
10,000
NILTax Fees
5,000
5,500All Other Fees
1,500
1,530TOTAL
73,500
63,130




Audit Committee's pre-approval policies and procedures




The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services and other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimusexception before the completion of the engagement. In fiscal 2012 and 2011, fees paid to Davidson were approved pursuant to the de minimusexception for tax services.




ITEM 16D                      EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES




Not Applicable




ITEM 16E                      PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS




Not Applicable




ITEM 16F                      CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT




Not Applicable




ITEM 16G                      CORPORATE GOVERNANCE




Not applicable




ITEM 16H                      MINE SAFETY DISCLOSURE




Not applicable




75 | Page




PART III


ITEM 17                      FINANCIAL STATEMENTS




Miranda is furnishing financial statements under Item 18.




ITEM 18 *                      FINANCIAL STATEMENTS




Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (IFRS), the application of which, in our case, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements, if any.




This annual report on Form 20-F includes the following financial statements of Miranda:




a)
Auditor’s Report, dated December 11, 2012;




b)
Consolidated Statements of Financial Position as of August 31, 2012, August 31, 2011 and September 1, 2010;




c)
Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2012, and August 31, 2011;




d)
Consolidated Statements of Cash Flows for the years ended August 31, 2012, and August 31, 2011;




e)
Consolidated Statement of Changes in Equity for the years ended August 31, 2012, and August 31, 2011;




f)
Notes to Consolidated Financial Statements for the years ended August 31, 2012, and August 31, 2011.




ITEM 19                      EXHIBITS




The following exhibits are included in this Annual Report on Form 20-F:




Exhibit

Number
Description1.1
Transition Application and Notice of Articles effective September 22, 2005(2)1.2
Notice of Alteration filed September 22, 2005(2)1.3
Articles(1)1.4
Code of Conduct (3)12.1
Certification of CEO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (4)12.2
Certification of CFO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (4)13.1
Certification of CEO  Pursuant to 18  U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)13.2
Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)





76 | Page




(1)
Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed January 21, 2005




(2)
Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed March 15, 2006




(3)
filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed December 24, 2008




(4)
Filed as an exhibit to this annual report on Form 20-F.




77 | Page




SIGNATURES




The registrant hereby certifies that it meets all of the requirements for filing on Form 20F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.




MIRANDA GOLD CORP.By:
“Doris Meyer”Doris Meyer, Chief Financial Officer and Corporate SecretaryDate: December 11, 2012





78 | Page




EXHIBIT INDEX




Exhibit

Number
Description12.1
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)12.2
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)13.1
Certification of CEO  Pursuant to 18  U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)13.2
Certification of CFO Pursuant to 18
 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)




(1)
Filed as an exhibit to this annual report on Form 20-F.




79 | Page










CONSOLIDATED FINANCIAL STATEMENTS





For the years ended August 31, 2012, 2011 and 2010





(Stated in Canadian dollars)










INDEPENDENT AUDITORS' REPORT




To the Shareholders of


Miranda Gold Corp.





We have audited the accompanying consolidated financial statements of Miranda Gold Corp., which comprise the consolidated statements of financial position as at August 31, 2012, August 31, 2011 and September 1, 2010 and the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years then ended, and a summary of significant accounting policies and other explanatory information.





Management’s Responsibility for the Consolidated Financial Statements





Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.





Auditors’ Responsibility





Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.





An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.





We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.





Opinion





In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2012, August 31, 2011 and September 1, 2010 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.




“DAVIDSON & COMPANY LLP”




Vancouver, Canada
Chartered Accountants




December 11, 2012









MIRANDA GOLD CORP.


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


(Stated in Canadian dollars)


August 31,August 31,September 1,201220112010Note(Note 19)(Note 19)ASSETSCurrentCash4$         4,955,344$         7,636,663$        10,298,439Amounts receivable5160,530477,751103,324Marketable securities6 & 14286,500378,300139,500Advances and prepaid expenses779,929101,002123,9195,482,3038,593,71610,665,182Property, plant and equipment8259,175201,077145,410Exploration and evaluation assets9148,402277,413541,231$         5,889,880$         9,072,206$        11,351,823LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities10$            232,792$            178,392$            199,393Shareholders' equityShare capital1126,591,53326,502,48825,839,086Share-based reserve6,206,3435,760,2505,231,112Warrant reserve2,181,0932,170,1241,973,539Foreign exchange reserve5,099(14,102)-Accumulated other comprehensive income (loss)(65,133)98,86434,500Deficit(29,261,847)(25,623,810)(21,925,807)5,657,0888,893,81411,152,430$         5,889,880$         9,072,206$        11,351,823Nature of operations1Subsequent events9 & 18


Approved for issue by the Board of Directors on December 11, 2012.




They are signed on the Company’s behalf by:




“Kenneth Cunningham”

“G. Ross McDonald”Kenneth Cunningham, Director

G. Ross McDonald, Director




The accompanying notes form an integral part of these consolidated financial statements










MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF LOSS


AND COMPREHENSIVE LOSS


(Stated in Canadian dollars)





Year ended August 31,Note


2012


2011

Note 19ExpensesConsulting




$
109,987


$
124,321Depreciation





87,492



72,768Directors fees





30,319



32,129Exploration and evaluation expenditures


9



1,449,857



1,350,487Exploration and evaluation recoveries






(9,400
)


(40,914
)Foreign exchange






5,056



53,608Insurance






37,968



41,575Investor relations






220,966



204,499Management fees earned






(4,706
)


(3,123
)Office rent, telephone, secretarial, sundry






201,109



190,850Professional fees






92,586



80,398Share-based compensation


11



459,188



591,854Travel and business promotion






122,780



123,044Transfer agent, filing and regulatory fees






48,067



56,400Wages and benefits






768,447



733,037(3,619,716
)


(3,610,933
)Interest earned






84,964



105,736Write-off of exploration and evaluation assets


9



(86,465
)


(206,929
)Loss on disposal of equipment






(2,697
)


-(4,198
)


(101,193
)Loss before income taxes






(3,623,914
)


(3,712,126
)Deferred income tax (expense) recovery


17



(14,123
)


14,123Loss for the year






(3,638,037
)


(3,698,003
)Unrealized gain (loss) on marketable

securities, net of tax effect



(163,997
)


64,364Foreign currency translation differences for

foreign operations



19,201



(14,102
)Comprehensive loss for the year





$
(3,782,833
)

$
(3,647,741
)Basic and diluted loss per common share





$
(0.07
)

$
(0.07
)Weighted average number of common

shares outstanding



52,927,922



52,435,384




The accompanying notes form an integral part of these consolidated financial statements










MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(Stated in Canadian dollars)





Year ended August 31,2012


2011

Note 19Cash provided from (used for):Operating activitiesLoss for the year

$
(3,638,037
)

$
(3,698,003
)Items not affecting cash:Depreciation


87,492



72,768Deferred income tax recovery (expense)


14,123



(14,123
)Unrealized foreign exchange loss


18,903



16,816Write-off of exploration and evaluation assets


86,465



206,929Shares received as exploration and evaluation

recoveries


(9,400
)


(29,334
)Share-based compensation


459,188



591,854Loss on disposal of equipment


2,697



-(2,978,569
)


(2,853,093
)Change in non-cash working capital items:Amounts receivable


317,221



(221,573
)Advances and prepaid expenses


21,073



22,917Accounts payable and accrued liabilities


54,400



(21,001
)(2,585,875
)


(3,072,750
)Investing activitiesExploration and evaluation asset expenditures


(6,018
)


(83,273
)Exploration and evaluation asset recoveries


30,378



12,764Property, plant and equipment purchases


(148,195
)


(138,703
)(123,835
)


(209,212
)Financing activitiesShares issued


29,750



627,750Share issue costs


-



(4,071
)29,750



623,679Effect of foreign exchange on cash


(1,359
)


(3,493
)Decrease in cash


(2,681,319
)


(2,661,776
)Cash, beginning of the year


7,636,663



10,298,439Cash, end of the year

$
4,955,344


$
7,636,663




Supplementary disclosure with respect to cash flows – Note 16




The accompanying notes form an integral part of these consolidated financial statements








MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


(Stated in Canadian dollars)




Reserves


Other Comprehensive IncomeNumber of Shares


Share

Capital


Share-based Reserve


Warrant

Reserve


Foreign Exchange Reserve


Unrealized gains / losses on marketable securities, net of tax


DeficitBalance, September 1, 2010


51,279,452


$
25,839,086


$
5,231,112


$
1,973,539


$
-


$
34,500


$
(21,925,807
)Share issues:Private placement


1,000,000



343,007



-



156,993



-



-



-Share issue costs


-



(4,071
)


-



-



-



-



-Exercise of stock options


320,000



190,466



(62,716
)


-



-



-



-Fair value of share purchase warrantsissued pursuant to a joint ventureagreement


-



-



-



39,592



-



-



-Fair value of shares issued pursuant toa joint venture agreement


250,000



134,000



-



-



-



-



-Share-based compensation


-



-



591,854



-



-



-



-Comprehensive loss for the year


-



-



-



-



(14,102
)


64,364



(3,698,003
)Balance, August 31, 2011


52,849,452



26,502,488



5,760,250



2,170,124



(14,102
)


98,864



(25,623,810
)Share issues:Exercise of stock options


85,000



42,845



(13,095
)


-



-



-



-Fair value of share purchase warrantsissued pursuant to a joint ventureagreement


-



-



-



10,969



-



-



-Fair value of shares issued pursuant toa joint venture agreement


140,000



46,200



-



-



-



-



-Share-based compensation


-



-



459,188



-



-



-



-Comprehensive loss for the year


-



-



-



-



19,201



(163,997
)


(3,638,037
)Balance, August 31, 2012


53,074,452


$
26,591,533


$
6,206,343


$
2,181,093


$
5,099


$
(65,133
)

$
(29,261,847
)




The accompanying notes form an integral part of these consolidated financial statements









Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)




1.
NATURE OF OPERATIONS





Miranda Gold Corp. (“Miranda” or the “Company”) is a publicly-traded company incorporated under the laws of the Province of British Columbia, Canada.  The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”).  The corporate office of the Company is Unit 1 - 15782 Marine Drive, White Rock, B.C., V4B 1E6.  The Company is engaged in the identification, acquisition, exploration and, if warranted, development of exploration and evaluation assets in the United States and Colombia.  The consolidated financial statements of the Company as at and for the year ended August 31, 2012, comprise the Company and its subsidiaries.  The Company is considered to be in the exploration stage as it has not placed any of its exploration and evaluation assets into production.





The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether any of its properties contain mineral reserves that are economically recoverable.  The recoverability of the amounts spent for exploration and evaluation is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties.





The Company will periodically have to raise additional funds to continue operations and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.  The operations of the Company will require various licenses and permits from various governmental authorities which are or may be granted subject to various conditions and may be subject to renewal from time to time.  There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.  Failure to comply with these conditions may render the licences liable to forfeiture.





These consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future.  Management believes that the Company’s cash on hand at August 31, 2012, is sufficient to finance exploration activities and operations through the next twelve months.  The Company’s ability to continue on a going concern basis beyond the next twelve months depends on its ability to successfully raise additional financing for the substantial capital expenditures required to achieve planned principal operations.  While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company.





These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.





2.
BASIS OF PRESENTATION





a)
Statement of compliance





The Canadian Accounting Standards Board announced that January 1, 2011, was the changeover date for publicly-listed companies to use International Financial Reporting Standards (“IFRS”), replacing Canada’s own Generally Accepted Accounting Principles (“Canadian GAAP”).





These consolidated financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in these financial statements are based on the IFRS issued and outstanding as at the date the Board of Directors approved these financial statements for issue.




1


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)


2.
BASIS OF PRESENTATION(continued)





a)
Statement of compliance(continued)





Prior to the adoption of IFRS, the Company’s financial statements were prepared in accordance with Canadian GAAP.  As these financial statements are the Company’s first annual financial statements prepared in accordance with IFRS, disclosure of the elected transition exemptions and reconciliation of accounting policy differences compared to Canadian GAAP have been provided in Note 19.





The comparative figures presented in these financial statements are in accordance with IFRS.





b)
Basis of measurement





These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value.  In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.





c)
Functional and presentation currency





The presentation currency of the Company is the Canadian dollar.





Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”) and has been determined for each entity within the Company.  The functional currency of Miranda Gold Corp., the parent company, is the Canadian dollar and the functional currency of the Company’s US subsidiary, Miranda Gold USA Inc., is the United States dollar.  The functional currency of the Company’s Canadian subsidiaries, Miranda Gold Colombia I, II, IV, and V Ltd., is the Canadian dollar, the functional currency of Rovira Mining Limited (renamed from Miranda Gold Colombia III Ltd.) is the Canadian dollar, and the functional currency of all of the Colombian Branch operations is the Canadian dollar.  The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21 The Effects of Changes in Foreign Exchange Rates (“IAS 21”).





d)
Use of estimates and judgments





The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.





Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.





(i)
Critical accounting estimates





Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:





Estimated useful lives of property, plant and equipment





The estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation included in operations.




2




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)


2.
BASIS OF PRESENTATION (continued)





d)
Use of estimates and judgments(continued)





Share-based compensation





The fair value of stock options issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions.  Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.





Recovery of deferred tax assets





Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position.  Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets.  Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction.  To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted.





Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods.





The Company has not recorded any deferred tax assets.





(ii)
Critical accounting judgments





Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following:





Determination of functional currency





In accordance with IAS 21, management determined that the functional currency of the Company, its Canadian subsidiaries, and its Colombian branch operations is the Canadian dollar, while the functional currency of its US subsidiary, Miranda Gold USA Inc., is the US dollar.





3.
SIGNIFICANT ACCOUNTING POLICIES





Principles of consolidation





These consolidated financial statements include the accounts of the Company and its subsidiaries and branch operations.  Intercompany balances and transactions, and any income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.




3


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)


3.
SIGNIFICANT ACCOUNTING POLICIES(continued)





Principles of consolidation(continued)





Name of subsidiary
Place of incorporation
Proportion of ownership interest
Principal activityMiranda Gold U.S.A., Inc.
State of Nevada
100%
Mineral exploration companyMiranda Gold Colombia I Ltd.
Province of British Columbia
100%
Holding companyMiranda Gold Colombia II Ltd.
Province of British Columbia,

with branch office in Colombia
100%
Mineral exploration companyRovira Mining Limited
Province of British Columbia,

with branch office in Colombia
30%
Mineral exploration companyMiranda Gold Colombia IV Ltd.
Province of British Columbia,

with branch office in Colombia
30%
Mineral exploration companyMiranda Gold Colombia V Ltd.
Province of British Columbia,

with branch office in Colombia
100%
Mineral exploration company




Foreign currency translation





Transactions in foreign currencies are initially recorded in the functional currency by applying exchange rates at the dates of the transactions in the financial statements of each entity in the Company.





Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the reporting date exchange rate.





Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.  Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are re-translated to the functional currency at the exchange rate at the date that the fair value was determined.  Foreign currency differences arising on re-translation are recognized in operations.





On consolidation, for subsidiaries with functional currencies other than Canadian dollars, the assets and liabilities are translated into Canadian dollars using the period-end rate and the operations and cash flows are translated using the average rates of exchange.  Exchange adjustments arising when the opening net assets and the profit or loss are translated into Canadian dollars are taken into a separate component of equity and reported in other comprehensive profit or loss.





Property, plant and equipment (“PPE”)





Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses, if any.  Depreciation is recognized in operations on a either a declining balance basis or straight-line basis over the estimated useful lives of each part of an item of property, plant, and equipment, the choice dependant on which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.  The estimated useful lives for the current and comparative periods are from three to five years commencing from the year the assets are put into service.





Where an item of PPE is composed of major components with different useful lives, the components are accounted for as separate items of PPE.  Expenditures incurred to replace a component of an item of PPE that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.




4


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)


3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 Exploration and evaluation assets and expenditures
 
 Upon acquiring the legal right to explore a property, all direct costs related to the acquisition of mineral property interests are capitalized.  Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred.
 
 Expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be transferred to PPE and amortized on the unit-of-production method based upon estimated proven and probable reserves.  When there is little prospect of further work on a property being carried out by the Company, the remaining deferred costs associated with that property are charged to operations during the period such determination is made.
 
 The Company assesses exploration and evaluation assets for impairment at each reporting date and when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.
 
 Restoration, rehabilitation and environmental obligations
 
 An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest.  Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license conditions and, when applicable, the environment in which the mine operates.
 
 A liability is recognized for legal obligations relating to the restoration, rehabilitation and retirement of property, plant and equipment obligations arising from the acquisition, construction, development or normal operation of those assets.  Such decommissioning liabilities are recognized at fair value, when a reasonable estimate of fair value can be made, in the period in which the liability is incurred.  A corresponding increase to the carrying amount of the related asset where one is identifiable is recorded and amortized over the life of the asset.  Where a related asset is not easily identifiable with a liability, the change in fair value over the course of the year is expensed.  The amount of the liability is subject to re-measurement at each reporting period.  The estimates are based principally on legal and regulatory requirements.
 
 It is possible that the Company’s estimate of its ultimate reclamation liabilities could change as a result of changes in regulations; the extent of environmental remediation required or completed and the means of reclamation or changes in cost estimates.  Changes in estimates are accounted for prospectively commencing in the period the estimate is revised.
 
 The Company has no material restoration, rehabilitation and environmental obligations as any environmental disturbance to date has been minimal.
 
 Impairment
 
 The carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.
 
 For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”).  The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
  5
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 Impairment(continued)
 
 The Company’s corporate assets do not generate separate cash inflows.  If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
 
 An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.  Impairment losses are recognized in operations.
 
 Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.  A reversal of an impairment loss is recognized immediately in operations.
 
 Provisions
 
 A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.  The unwinding of the discount is recognized as finance cost. The Company has not recorded any provisions for any financial year presented.
 
 Financial assets
 
 (i)
Financial assets at fair value through profit and loss (“FVTPL”)
 
 Financial assets at FVTPL are financial assets held for trading.  A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management.  Derivatives are also categorized as FVTPL unless they are designed as effective hedges.  Assets in this category include cash and advances.
 
 Financial assets at FVTPL are initially recognized, and subsequently carried, at fair value with changes recognized in operations.   Attributable transaction costs are recognized in operations when incurred.
 
 (ii)Financial assets available for sale (“AFS”)
 
 Financial assets available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income or loss (“OCI”) except for losses in value that are considered other than temporary or a significant or prolonged decline in the fair value of that investment below its cost.  Assets in this category include marketable securities.
 
 Financial assets AFS are initially recognized, and subsequently carried at fair value with changes recognized in OCI.  Attributable acquisition transaction costs, if any, are recognized in the initial fair value.
 
 (iii)
Loans and receivables
 
 Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They are included in current assets, except for those with maturities greater than 12 months or those that are expected to be settled after 12 months from the end of the reporting period, which are classified as non-current assets.  Assets in this category include amounts receivable.
 
 Loans and receivables are initially recognized at fair value plus any directly attributable transaction costs and subsequently carried at amortized cost using the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.
 
 6
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 (iii)
Loans and receivables(continued)
 
 The effective interest method is used to determine the amortized cost of loans and receivables and to allocate interest income over the corresponding period.  The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset, or, where appropriate, a shorter period.
 
 (iv)Impairment of financial assets
 
 Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period end.  Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
 
 Objective evidence of impairment could include the following:
 
 ·
Significant financial difficulty of the issuer or counterparty;
 ·
Default or delinquency in interest or principal payments; or
 ·
It has become probable that the borrower will enter bankruptcy or financial reorganization.
 
 For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.
 
 The carrying amount of all financial assets, excluding amounts receivable, is directly reduced by the impairment loss.  The carrying amount of receivables is reduced through the use of an allowance account.  When a receivable is considered uncollectible, it is written off against the allowance account.  Subsequent recoveries of amounts previously written off are credited against the allowance account.  Changes in the carrying amount of the allowance account are recognized in operations.
 
 For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment losses were recognized, the previously recognized impairment loss is reversed through operations to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
 
 (v)
De-recognition of financial assets
 
 Financial assets are de-recognized when the rights to receive cash flows from the assets expire or the financial assets are transferred and the Company has transferred substantially all of the risks and rewards of ownership of the financial assets.  On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in operations.
 
 Financial liabilities and equity
 
 Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.  An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.  Equity instruments issued by the group entities are recorded at the proceeds received, net of direct issue costs.
 
 Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.
 
 At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in operations in the period in which they arise.
 
 7
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 Financial liabilities and equity(continued)
 
 Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.
 
 The Company has classified accounts payable and accrued liabilities as other financial liabilities.
 
 Share capital
 
 Common shares are classified as share capital.  Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity.
 
 Warrants
 
 The Company accounts for warrants using the relative fair value method.  Under this method, the value of warrants issued is measured at fair value at the issue date using the Black-Scholes valuation model and recorded as share capital if and when the warrants are exercised.
 
 Loss per share
 
 The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares.  Basic EPS is calculated by dividing the operations attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted loss per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.
 
 In the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options and warrants on loss per share would be anti-dilutive.
 
 Share-based compensation
 
 The stock option plan allows Company directors, employees, and consultants to acquire shares of the Company.   The fair value of options granted is recognized as a share-based compensation expense with a corresponding increase in equity.  An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.  Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from share-based reserve to share capital.
 
 The fair value is measured at grant date and each tranche is recognized over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
 
 Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.
 
 Accumulated other comprehensive income
 
 Accumulated other comprehensive income consists of the net income and other comprehensive income (“OCI”).  The Company financial statements include a Statement of Loss and Comprehensive Loss, which includes the components of comprehensive income.
 
 For the Company, OCI is comprised of unrealized gains or losses on available for sale financial assets, and foreign currency translation differences for foreign operations, both of which are presented within the shareholders’ equity section of the statement of financial position.
  8
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 Income taxes
 
 Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
 
 Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purpose.  Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.  In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantially enacted by the reporting date.
 
 Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
 
 A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
 
 Related party transactions
 
 Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Related parties may be individuals or corporate entities.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
 
 New standards, interpretations and amendments not yet effective
 
 A number of new standards, amendments to standards and interpretations are not yet effective as of August 31, 2012, and have not been applied in preparing these consolidated financial statements.  None of these are expected to have a material effect on the financial statements of the Company.
 
 i.
Effective for annual periods beginning on or after July 1, 2012
 
 Amendments to IAS 1Presentation of Financial Statements
 To require companies preparing financial statements under IFRS to group items within OCI that may be reclassified to the profit and loss. The amendments also reaffirm existing requirements that items in OCI and profit and loss should be presented as either a single statement or two consecutive statements.
 
 ii.
Effective for annual periods beginning on or after January 1, 2013
 
 Amendments to IAS 27 and IAS 28Separate Financial Statements and Investments in Associates and Joint Ventures
 Addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements.  IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10, 11, 12, and 13.
 
 9
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 3.
SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 New standards, interpretations and amendments not yet effective(continued)
 
 ii.
Effective for annual periods beginning on or after January 1, 2013 (continued)
  Amendments to IFRS 7 Financial Instruments; Disclosures and IAS 32 Financial Instruments Presentation
 
 The IASB published amendments to IFRS 7 (eff. Jan. 1, 2013) and IAS 32 (eff. Jan. 1, 2014), the standards that address disclosure and presentation requirements for financial instruments, respectively, related to offsetting financial assets and liabilities, while the criteria required for offsetting do not change.
 
 New standard IFRS 10Consolidated Financial Statements
 Provides a new single consolidation model that identifies control as the basis for consolidation for all types of entities, and replaces IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation - Special Purpose Entities.
 
 New standard IFRS 11Joint Arrangements
 Improves the accounting for joint arrangements by introducing a principle-based approach that requires a party to a joint arrangement to recognize its rights and obligations arising from the arrangement.  Such a principle-based approach will provide users with greater clarity about an entity’s involvement in its joint arrangements by increasing the verifiability, comparability and understandability of the reporting of these arrangements.  IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities-Non-Monetary Contributions by Venturers.
 
 New standard IFRS 12Disclosure of Interests in Other Entities
 Combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.
 
 New standard IFRS 13Fair Value Measurement
 Defines fair value and sets out a framework for measuring fair value and disclosures about fair value measurements. It applies when other IFRSs require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRSs or address how to present changes in fair value.
 
 iii.
Effective for annual periods beginning on or after January 1, 2015
 
 New standard IFRS 9Financial Instruments
 Partial replacement of IAS 39 Financial Instruments: Recognition and Measurement.  This standard simplifies the current measurement model for financial instruments under IFRS and establishes two measurement categories for financial assets:  amortized cost, and fair value.  The existing IAS 39 categories of loans and receivables, held to maturity investments, and available for sale financial assets will be eliminated.
 
 The Company has not early adopted these revised standards and is currently assessing the impact that these standards could have on future financial statements.
 
 4.
CASH
 
 As at August 31, 2012


As at August 31, 2011


As at September 1, 2010Canadian dollar denominated deposits

$
4,859,948


$
7,287,334


$
9,962,252US dollar denominated deposits


43,478



270,738



171,538Colombian Peso denominated deposits


51,918



78,591



164,649Total

$
4,955,344


$
7,636,663


$
10,298,439
 
 10
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 5.
AMOUNTS RECEIVABLE
 
 As at August 31, 2012


As at August 31, 2011


As at September 1, 2010Amounts due from the Government of Canada

pursuant to HST input tax credits

$
7,556


$
10,467


$
6,197Amounts due from funding partners


124,739



403,646



72,266Amounts due from Canadian financial institutions for

accrued interest


27,267



36,775



15,003Other amounts receivable


968



26,863



9,858Total

$
160,530


$
477,751


$
103,324
 
 6.
MARKETABLE SECURITIES
 
 At August 31, 2012, the Company had the following marketable securities recognized at fair value:
 
 Available-for-sale Securities

Number of

Shares


Cost


Accumulated unrealized holding gains (losses)


Fair Value at

August 31, 2012Publicly traded companies:Enertopia Corp. (“Enertopia”)


125,000


$
-


$
7,500


$
7,500NuLegacy Gold Corporation (“NuLegacy”)


250,000



50,313



( 15,313
)


35,000Red Eagle Mining Corporation (“Red Eagle”)


470,000



261,320



( 38,320
)


223,000Teslin River Resources Corp. (“Teslin River”)


300,000



-



6,000



6,000White Bear Resources Inc.  (“White Bear”)


200,000



40,000



( 25,000
)


15,000$
351,633


$
( 65,133
)

$
286,500
  At August 31, 2011, the Company had the following marketable securities recognized at fair value:
 
 Available-for-sale Securities

Number of

Shares


Cost


Accumulated unrealized holding gains (losses)


Fair Value at

August 31, 2011Publicly traded companies:Enertopia


125,000


$
-


$
12,500


$
12,500NuLegacy


250,000



50,313



( 14,313
)


36,000Red Eagle


300,000



175,000



105,800



280,800Teslin River


300,000



-



27,000



27,000White Bear


200,000



40,000



( 18,000
)


22,000Tax effect of gains (losses)


-



-



( 14,123
)


-$
265,313


$
98,864


$
378,300
 
 11
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 6.
MARKETABLE SECURITIES(continued)
 
 At September 1, 2010, the Company had the following marketable securities recognized at fair value:
 
 Available-for-sale Securities

Number of

Shares


Cost


Accumulated unrealized holding gains (losses)


Fair Value at

September 1, 2010Publicly traded companies:Enertopia


125,000


$
-


$
37,500


$
37,500White Bear


200,000



40,000



( 18,000
)


22,00040,000



19,500



59,500Privately held companies:NuLegacy


200,000



40,000



-



40,000Red Eagle


100,000



25,000



-



25,000Teslin River


300,000



-



15,000



15,00065,000



15,000



80,000$
105,000


$
34,500


$
139,500
 
 In the year ended August 31, 2012, the Company recorded $178,120 in net unrealized losses and a deferred income tax recovery on its marketable securities of $14,123 in OCI as follows:
 
 Available-for-sale Securities

Fair Value at

August 31, 2011


Acquisitions at cost


Unrealized holding gains (losses)


Deferred income tax recovery (expense)


Fair Value at

August 31, 2012Enertopia

$
12,500


$
-


$
(5,000
)

$
-


$
7,500NuLegacy


36,000



-



(1,000
)


-



35,000Red Eagle


280,800



86,320



(144,120
)


-



223,000Teslin River


27,000



-



(21,000
)


-



6,000White Bear


22,000



-



(7,000
)


-



15,000Tax effect of gains (losses)


-



-



-



14,123



-$
378,300


$
86,320


$
(178,120
)

$
14,123


$
286,500
 
 As at August 31, 2011, the Company had recorded $14,123 as the deferred income tax effect of the accumulated unrealized gains in OCI.  As at August 31, 2012, this deferred income tax effect was reversed as a deferred income tax adjustment recorded in OCI.
 
 12
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 7.
ADVANCES AND PREPAID EXPENSES
 
 As at August 31, 2012


As at August 31, 2011


As at September 1, 2010Advances held by employees in the USA

$
3,943


$
9,794


$
12,798Advances held by related parties in the USA


-



3,918



4,266Advances held by employees and suppliers inColombia


19,207



10,818



53,74223,150



24,530



70,806Prepaid expenses in Canada


43,555



73,853



53,113Prepaid expenses in the USA


3,170



-



-Prepaid expenses in Colombia


10,054



2,619



-Total

$
79,929


$
101,002


$
123,919
 
 8.
PROPERTY, PLANT and EQUIPMENT
 
 Canada


United States


Colombia



TOTALComputer Equipment


Computer Equipment


Furniture and fixtures


Field equipment


Computer Equipment


Field equipmentCostAt September 1, 2010

$
23,146


$
122,706


$
16,876


$
196,988


$
8,467


$
-


$
368,183Assets acquired


-



67,628



-



382



27,594



43,099



138,703Foreign exchange adjustment


-



(9,452
)


(1,378
)


(16,103
)


-



-



(26,933
)At August 31, 2011


23,146



180,882



15,498



181,267



36,061



43,099



479,953Assets acquired


-



14,928



-



69,055



26,670



37,542



148,195Assets disposed of


-



(4,886
)


-



(24,536
)


-



-



(29,422
)Foreign exchange adjustment


-



929



99



(694
)


-



-



334At August 31, 2012

$
23,146


$
191,853


$
15,597


$
225,092


$
62,731


$
80,641


$
599,060Accumulated depreciationAt September 1, 2010

$
18,275


$
81,788


$
9,689


$
111,751


$
1,270


$
-


$
222,773Depreciation for the period


1,381



38,520



1,333



19,812



6,335



5,387



72,768Foreign exchange adjustment


-



(6,537
)


(804
)


(9,324
)


-



-



(16,665
)At August 31, 2011


19,656



113,771



10,218



122,239



7,605



5,387



278,876Depreciation for the period


979



39,209



1,088



17,514



14,606



14,096



87,492Assets disposed of


-



(4,378
)


-



(22,345
)


-



-



(26,723
)Foreign exchange adjustment


-



(185
)


40



385



-



-



240At August 31, 2012

$
20,635


$
148,417


$
11,346


$
117,793


$
22,211


$
19,483


$
339,885Carrying amountsAt September 1, 2010

$
4,871


$
40,918


$
7,187


$
85,237


$
7,197


$
-


$
145,410At August 31, 2011

$
3,490


$
67,111


$
5,280


$
59,028


$
28,456


$
37,712


$
201,077At August 31, 2012

$
2,511


$
43,436


$
4,251


$
107,299


$
40,520


$
61,158


$
259,175




13
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS
 
 Exploration and evaluation assets deferred to the statement of financial position at August 31, 2012, and 2011 are as follows:
 
 September 1, 2010


Additions


Recoveries


Effect of movement in exchange rates


Write off of interest


August 31,

2011


Additions


Recoveries


Effect of movement in exchange rates


Write off of interest


August 31, 2012Nevada:Angel Wing

$
35,262


$
-


$
-


$
(2,880
)

$
-


$
32,382


$
-


$
-


$
208


$
-


$
32,590Big Blue


-



-



-



-



-



-



-



-



-



-



-Coal Canyon


10,665



-



(9,714
)


(951
)


-



-



-



-



-



-



-East Spruce


-



5,042



-



(207
)


-



4,835



-



-



31



-



4,866Fuse


-



-



-



-



-



-



6,018



-



(23
)


-



5,995HOG


1,682



-



-



(137
)


-



1,545



-



-



9



-



1,554Iron Point


34,719



16,113



-



(3,111
)


-



47,721



-



-



307



-



48,028Red Canyon


-



-



-



-



-



-



-



-



-



-



-Red Hill


-



-



-



-



-



-



-



-



-



-



-Redlich


16,453



-



-



(1,344
)


-



15,109



-



-



97



-



15,206Rook


-



6,623



-



(102
)


-



6,521



-



-



42



-



6,563TAZ


12,970



-



(12,764
)


(206
)


-



-



-



-



-



-



-111,751



27,778



(22,478
)


(8,938
)


-



108,113



6,018



-



671



-



114,802Alaska:Ester Dome


68,277



39,592



(30,639
)


(5,850
)


-



71,380



10,969



(30,378
)


894



(52,865
)


-180,028



67,370



(53,117
)


(14,788
)


-



179,493



16,987



(30,378
)


1,565



(52,865
)


114,802Colombia:Anori


41,353



17,499



-



-



(58,852
)


-



-



-



-



-



-Cajamarca


97,829



17,499



(66,368
)


-



-



48,960



6,600



(21,960
)


-



-



33,600Fresno


60,652



17,499



(29,191
)


-



-



48,960



6,600



(21,960
)


-



(33,600
)


-Ibague


58,117



17,499



(26,656
)


-



(48,960
)


-



-



-











-Pavo Real


21,634



102,000



(123,634
)


-



-



-



33,000



(33,000
)


-



-



-Santander


81,618



17,499



-



-



(99,117
)


-



-



-



-



-



-361,203



189,495



(245,849
)


-



(206,929
)


97,920



46,200



(76,920
)


-



(33,600
)


33,600$
541,231


$
256,865


$
(298,966
)

$
(14,788
)

$
(206,929
)

$
277,413


$
63,187


$
(107,298
)

$
1,565


$
(86,465
)

$
148,402
  14
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS (continued)
 
 Exploration and evaluation expenditures recorded in the consolidated statements of loss and comprehensive loss for the years ended August 31, 2012, and 2011 are as follows:
 
 Year ended August 31, 2012


Year ended August 31, 2011Exploration Expenditures


Recoveries from funding partners


Net Exploration Expenditures


Exploration Expenditures


Recoveries from funding partners


Net Exploration ExpendituresNevada:Angel Wing

$
233,894


$
(233,440
)

$
454


$
251,471


$
(251,471
)

$
-Big Blue


84,797



(69,143
)


15,654



177,741



(177,741
)


-Coal Canyon


51,312



(49,051
)


2,261



33,159



(32,367
)


792East Spruce


22,182



-



22,182



34,980



-



34,980FUSE


30,193



-



30,193



3,481



-



3,481General exploration


380,129



-



380,129



332,813



-



332,813HOG


26,442



-



26,442



3,279



-



3,279Iron Point


109,245



-



109,245



68,536



-



68,536PPM / Poverty Peak


7,295



-



7,295



39,115



-



39,115Red Canyon


2,504



(2,504
)


-



2,850



(2,850
)


-Red Hill


68,287



(68,287
)


-



60,804



(60,804
)


-Redlich


36,694



-



36,694



2,022



-



2,022Rook


25,954



-



25,954



25,170



-



25,170TAZ


608



(154
)


454



4,973



(2,893
)


2,0801,079,536



(422,579
)


656,957



1,040,394



(528,126
)


512,268Alaska:Ester Dome


63,272



(61,347
)


1,925



139,943



(72,102
)


67,841Colombia:Property investigation costs


790,975



-



790,975



770,378



-



770,378Pavo Real


-



-



-



5,575



(5,575
)


-Property exploration costs

$
1,933,783


$
(483,926
)

$
1,449,857


$
1,956,290


$
(605,803
)

$
1,350,487
  15
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 a)
Angel Wing Property, Elko County, Nevada
 
 The Company holds claims comprising the Angel Wing property, Elko County, Nevada.
 
 On October 17, 2005, as amended, the Company entered into a 20-year mining lease for 30 mining claims with a private party with a sliding scale net smelter return royalty (“NSR”) between 2% to 4% depending on the price of gold, with minimum advance royalty payments. The Company has the option to buy up to two percentage points of the royalty for US$1,000,000 per percentage point.  However, the royalty shall never drop below 1% regardless of the price of gold.
 
 Mining Lease Due dates

Minimum advance royalty payments to Lessor

US$Previously paid


275,000October 17, 2011 (paid)


75,000October 17, 2012 (paid subsequently)


85,000October 17, 2013


85,000October 17, 2014 (and each year thereafter)


85,000
 
 The Angel Wing project was the subject of an exploration and option to enter into a joint venture agreement with White Bear from May 15, 2007, until it was terminated on July 2, 2010.
 
 On September 17, 2010, the Company signed an exploration and option to enter into a joint venture agreement with Ramelius Resources Ltd. (“Ramelius”) and Ramelius paid the Company $12,583 (US$12,180).  Ramelius may earn a 70% interest by expending US$4,000,000 over five years (the “Initial Earn-in”).  Once Ramelius has completed the Initial Earn-In, it shall have the option to exercise the right to earn a vested 70% interest in Angel Wing by either funding 100% of the costs required to complete a bankable feasibility study within four years after completing the Initial Earn-In or by spending an additional US$10,000,000 within 10 years after completing the Initial Earn-In.  If Ramelius elects not to exercise that right, but completes the initial earn-in, it shall be entitled to an NSR royalty of 1% to be capped at two times its total expenditures.
 
 Due Dates

Exploration Expenditures

US$September 17, 2011 (met)


350,000September 17, 2012 (met subsequently)


750,000September 17, 2013


900,000September 17, 2014


1,000,000September 17, 2015


1,000,000Total expenditure


4,000,000
 
 16
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)


9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 b)
Big Blue (Oxen), Lander County, Nevada
 
 The Company holds claims comprising the Big Blue property, Lander County, Nevada.
 
 On August 13, 2009, the Company entered into a 20-year mining lease for mining claims with a private party, with an NSR royalty of 3% that is subject to certain buy-down provisions, with minimum advance royalty payments to be completed on the following schedule:
 
 Mining Lease Due Dates

Minimum advance royalty payments to Lessor

US$Paid previously


22,500August 13, 2012 (paid)


15,000August 13, 2013


17,500August 13, 2014 (and each year thereafter)


30,000
  The Big Blue project was the subject of an exploration and option to enter into a joint venture agreement with Ramelius from May 6, 2010, until it was terminated on July 29, 2012.
 
 c)
Coal Canyon Properties, Eureka County, Nevada
 
 On May 27, 2004, the Company entered into a 20-year mining lease for the Coal Canyon property with Nevada North Resources (USA) Inc. (“Nevada North”), with a sliding-scale NSR royalty between 2.5% to 5% depending on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments to be completed on the following schedule:
 
 Mining Lease Due Dates

Minimum advance royalty payments to Lessor

US$Paid previously


96,250May 27, 2012 (paid)


30,000May 27, 2013


40,000May 27, 2014


40,000May 27, 2015 - $50,000 and each year thereafter to be adjusted for inflation per the USA CPI


50,000
  The Coal Canyon project was the subject of an exploration and option to enter into a joint venture agreement with Queensgate Resources Corporation from March 11, 2008, until it was terminated on August 2, 2010.
 
 On December 20, 2010, NuLegacy and the Company signed an amendment to the Red Hill exploration agreement with option to joint venture, adding the Coal Canyon property.  As consideration for this amendment, NuLegacy issued to the Company an additional 50,000 common shares which were valued at $10,313 (US$10,647).  Refer to Note 9(k) for the combined exploration expenditures required under the amended agreement.
  17
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 d)
East Spruce Property, Elko County, Nevada
 
 During the year ended August 31, 2011, the Company staked claims comprising the East Spruce property at a cost of $5,042.
 
 e)
Ester Dome Property, Fairbanks Mining District, Alaska
 
 The Ester Dome project was the subject of an exploration and option to enter into a joint venture agreement with Agnico-Eagle (USA) Limited (“Agnico”) from October 1, 2010, until it was terminated on September 25, 2012.  On the same date, the Company terminated the underlying lease with Range Minerals Inc., and wrote off the remaining carrying value of $52,865.
 
 f)
Fuse Property, Eureka County, Nevada
 
 The Company holds claims comprising the Fuse property, Eureka County, Nevada.  During the year ended August 31, 2012, the Company staked additional claims comprising the Fuse property at a cost of $6,018.
 
 g)
HOG Property, Eureka County, Nevada
 
 The Company holds claims comprising the HOG property, Eureka County, Nevada.
 
 h)
Iron Point Property, Humboldt County, Nevada
 
 The Company holds claims comprising the Iron Point property, Humboldt County, Nevada.
 
 i)
PPM (Poverty Peak), Humboldt County, Nevada
 
 The Company held claims comprising the PPM property, Humboldt County, Nevada, but allowed them to lapse in September 2012.
 
 j)
Red Canyon Property, Eureka County, Nevada
 
 On November 18, 2003, the Company entered into a 20-year mining lease for the Red Canyon property with a $1,000 purchase option on issue of 75,000 share purchase warrants and with minimum advance royalty payments to be completed on the following schedule.  The owner retains a sliding scale NSR royalty between 3% and 5% depending on the price of gold.  Upon completion of a bankable feasibility study the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.
 
 Mining Lease Due Dates

Minimum advance royalty payments to Lessor

US$


Two year share purchase warrants to be issued to LessorPreviously paid and issued


350,000


75,000 @ dn$0.37November 18, 2011 (paid)


75,000



-November 18, 2012 (paid subsequently)


75,000



-November 18, 2013


100,000



-November 18, 2014 to 2023 at $100,000 per year (subject to inflation adjustment beginning in 2019)


100,000



-
 
 18
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 j)
Red Canyon Property, Eureka County, Nevada(continued)
 
 On August 1, 2008, the Company signed an exploration and option to enter into a joint venture agreement with Montezuma Mines Inc. (“Montezuma”), a subsidiary of CMQ Resources Inc. Montezuma may earn a 60% interest in the Red Canyon  property by funding US$4,000,000 in qualified expenditures over a five-year period.  Montezuma may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election with minimum annual expenditures of US$1,500,000 or by funding US$10,000,000 in additional exploration within 10 years.
 
 Due Dates

Exploration Expenditures

US$August 1, 2009 (met)


500,000August 1, 2010 (met)


500,000August 1, 2011 (met)


750,000August 1, 2012 (met)


1,000,000August 1, 2013


1,250,000Total expenditure


4,000,000
  k)
Red Hill Property, Eureka County, Nevada
 
 On May 27, 2004, the Company entered into a 20-year mining lease for the Red Hill property with Nevada North, with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments to be completed on the following schedule:
 
 Mining Lease Due Dates

Minimum advance royalty payments to Lessor

US$Previously paid


166,250May 27, 2012 (paid)


40,000May 27, 2013


50,000May 27, 2014


50,000May 27, 2015 and each year thereafter

to be adjusted for inflation per the USA CPI


60,000
 
 On October 1, 2009, the Company signed an exploration and option to enter into a joint venture agreement with NuLegacy and NuLegacy paid the Company $11,719 (US$11,000) as reimbursement of 2009-2010 federal claim maintenance fees.  NuLegacy may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period and by issuing the Company 200,000 common shares (received).  On December 20, 2010, an amendment was signed to add the Coal Canyon property to the Red Hill option to joint venture agreement.  The 60% interest may now be earned in both projects by NuLegacy funding a total of US$5,500,000 in qualified expenditures over a five-year period and by issuing the Company an additional 50,000 common shares (received).  NuLegacy may then elect to either earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration within ten years of election.
 
 19
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 k)
Red Hill Property, Eureka County, Nevada(continued)
 
 Due Dates

Exploration Expenditures

US$July 1, 2010 (met)


200,000January 1, 2011 (met)


600,000October 1, 2011 (met)


400,000October 1, 2012 (met subsequently)


1,050,000October 1, 2013


1,400,000October 1, 2014


1,850,000Total expenditure


5,500,000
 
 l)
Redlich Property, Esmeralda County, Nevada
 
 The Company holds claims comprising the Redlich Property, Esmeralda County, Nevada, subject to a 3% NSR royalty. Upon completion of a bankable feasibility study, the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.
 
 m)
Rook Property, Eureka County, Nevada
 
 The Company holds claims comprising the Rook property, Eureka County, Nevada.
 
 n)
TAZ Property, Eureka County, Nevada
 
 The Company holds claims comprising the TAZ property Eureka County, Nevada.
 
 Certain of the TAZ claims are subject to a 1% NSR royalty pursuant to a finder’s fee agreement.
 
 On February 11, 2011, as amended, the Company signed an exploration and option to enter into a joint venture agreement with TAZ Gold LLC (“TGL”) and Navaho Gold PTY Ltd (as guarantor).  Under the terms of the agreement, TGL will have to make initial exploration expenditures of US$2,725,000 over a four-year period, with the first year’s commitment of $400,000 an obligation.  TGL will then have the option and right to earn a 75% interest by either producing a feasibility study in four years or by spending an additional $10,000,000 over 10 years at a rate of no less than $1,000,000 per year. If TGL elects not to fund 100% of the exploration costs required to complete a bankable feasibility study by expending the contemplated US$4,000,000 or fails to spend the additional US$10,000,000 within 10 years, but meets the first US$2,725,000 spending milestone, it shall be entitled to an NSR of 2%.
 
 Due Dates

Exploration Expenditures

US$February 11, 2012 (obligation, met)


400,000February 11, 2013 (revised)


325,000February 11, 2014


1,000,000February 11, 2015


1,000,000Total expenditure


2,725,000
 
 During the year ended August 31, 2011, TGL paid the Company $20,400 (US$19,880) as reimbursement of claim maintenance fees of which $12,764 was recorded as a recovery of the Company’s acquisition costs and the residual amount of $7,636 recorded as exploration and evaluation recoveries.
  20
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 o)
Association Agreement, Colombia
 
 From December 2, 2009, until it lapsed on December 31, 2010, the Company was party to an association agreement (the “Association Agreement”) by and among ExpoGold Colombia S.A. (“ExpoGold”), the Company, and the Company’s subsidiary Miranda Gold Colombia II Ltd. (“MAD II”) and the Colombian branch of MAD II.
 
 During the August 31, 2010, fiscal year, pursuant to the terms of the Association Agreement, the Company issued 350,000 common shares to ExpoGold for a 360-day first right of refusal to lease any of the 45 license applications in Colombia controlled by ExpoGold.  The Company executed option agreements on the Pavo Real, Cajamarca, and Fresno projects as discussed below.  The Company also optioned the Santander, Ibague and Anori projects and then returned them to ExpoGold prior to the first year anniversary payments becoming due.
 
 Concurrent with the execution of the five option agreements in fiscal 2010, the Company allocated the $206,500 fair value of the shares issued to ExpoGold plus $133,069 of additional acquisition costs of the five then-optioned properties, for a total of $339,569, across the properties: Anori $41,353; Cajamarca $97,829; Fresno $60,652; Ibague $58,117; and Santander $81,618.
 
 p)
Cajamarca Option, Colombia
 
 On December 10, 2010, the Company executed three option agreements to acquire the Cajamarca, Fresno and Ibague mining interests (collectively the “Cajamarca Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda Gold Colombia IV Ltd. (“MAD IV”); and the Colombian branch of MAD IV.  The terms of the Cajamarca Option were agreed to in the Association Agreement and the Company must meet the following to maintain the option:
 
 Cajamarca Option Due Dates

Minimum advance royalty payments

US$


Common shares to be issued to ExpoGoldDecember 10, 2010 (paid and issued, included Ibague)


30,000



30,000December 10, 2011 (paid and issued, included Ibague)


40,000



40,000December 10, 2012


30,000



30,000December 10, 2013


40,000



60,000December 10, 2014


50,000



80,000December 10, 2015, and on each subsequent anniversary


60,000



100,000
 
 The Ibague mining interest was terminated and the acquisition costs of $48,960 were written off as at August 31, 2011.  The Fresno mining interest was terminated during the year ended August 31, 2012, and the acquisition costs of $33,600 were written off.  The Cajamarca mining interest was retained.
 
 Annual payments and issuances of shares per the above table will be required to maintain the option until the first milestone is achieved.  The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent.  MAD IV will pay ExpoGold $100,000 if it is less than 500,000 ounces of gold equivalent and $250,000 if it is more.   Additional payments will be owed by MAD IV at various milestones as the steps to production progress.
 
 Effective September 19, 2011, the Company entered into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Red Eagle. Pursuant to the SPA, Miranda assigned 70%; or 70 of the 100 shares of MAD IV to Red Eagle.  The activities of MAD IV are governed by the SA.
 
 21
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 p)
Cajamarca Option, Colombia (continued)
 
 To maintain a 51% shareholding in MAD IV, effectively representing a 51% interest in the Cajamarca Option, Red Eagle must make an aggregate US$4,000,000 contribution to MAD IV within the next five years (the “First Contribution”).  These funds will be used to fund exploration work at the Cajamarca project.  If Red Eagle fails to make the first contribution within the stated time period, Red Eagle will forfeit all of its shares of MAD IV to Miranda.
 
 On completion of the first contribution, Red Eagle will have the right and option, for 180-days, to further fund MAD IV at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Cajamarca project within eight years or contribute a minimum of US$10,000,000 within 10 years (the “Second Contribution”).
 
 If Red Eagle fails to make the Second Contribution within the stated time period, Red Eagle will retain only 51 of the shares of MAD IV, but forfeit the remaining 19 of its shares of MAD IV to Miranda.
 
 Red Eagle has assumed and is responsible for all payments and other obligations due from Miranda to ExpoGold under the Cajamarca Option.  Miranda will also be issued shares of Red Eagle on a share-for-share basis as reimbursement for the issuance of Miranda shares to ExpoGold pursuant to the Cajamarca Option.
 
 On November 25, 2011, Miranda received 30,000 shares of Red Eagle, valued at $21,840, as reimbursement for the December 10, 2010, share issue due from Miranda to ExpoGold pursuant to the Cajamarca Option.
 
 On November 30, 2011, Miranda issued 40,000 shares pursuant to the Cajamarca Option, with a fair value of $13,200.  On December 20, 2011, Miranda received 40,000 shares of Red Eagle, valued at $22,080, as reimbursement for the November 30, 2011, share issue due from Miranda to ExpoGold pursuant to the Cajamarca Option.
 
 Exploration at Cajamarca is currently on hold due to security concerns.  Miranda has agreed with Red Eagle to defer the exploration commitments until the security situation improves.  Miranda has provided notice of force majeure to ExpoGold pursuant to the Cajamarca Option.
 
 q)
Pavo Real Option, Colombia
 
 On June 24, 2010, the Company executed an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of Rovira to acquire the Pavo Real mining interest.  The terms of the Pavo Option were agreed to in the Association Agreement and the Company must meet the following to maintain the option:
 
 Pavo Real Option Due Dates

Minimum advance royalty payments

US$


Common shares to be issued to ExpoGoldPreviously paid and issued


90,000



300,000June 24, 2012 (paid and issued)


60,000



100,000June 24, 2013


70,000



100,000June 24, 2014


80,000



100,000June 24, 2015, and on each subsequent anniversary


100,000



100,000
 
 22
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 9.
EXPLORATION and EVALUATION ASSETS(continued)
 
 q)
Pavo Real Option, Colombia (continued)
 
 Annual payments of US$100,000, plus the issue of 100,000 common shares will be required to maintain the option until the first milestone is achieved.  The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent.  Rovira will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it is more.   Additional payments will be owed by Rovira at various milestones as the steps to production progress.
 
 On June 25, 2010, the Company entered into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Red Eagle. The SPA and SA agreements became effective on June 24, 2010.  Pursuant to the SPA, Miranda assigned 70% of the shares of Rovira to Red Eagle.  The activities of Rovira are governed by the SA.  To maintain its 70% shareholding in Rovira, effectively representing a 70% interest in the Pavo Option, Red Eagle must make an aggregate US$4,000,000 contribution to Rovira within four years.  These funds will be used to fund exploration work at the Pavo Real project.
 
 Red Eagle must then further fund Rovira at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Pavo Real project within eight years or contribute a minimum of US$10,000,000 within 10 years.  At the time the board of directors of Rovira approves a feasibility study and a mine construction program on the Pavo Real project, Red Eagle will have the option for a period of 30 days to elect to acquire an additional 10% interest in Rovira by committing to solely fund all costs associated with putting the property into production.  If Red Eagle fails to make any of the capital contributions within the stated time periods, Red Eagle will forfeit its shares of Rovira to Miranda.
 
 Red Eagle has assumed and is responsible for all payments and other obligations due from Miranda to ExpoGold under the Pavo Option.  Miranda will be issued shares of Red Eagle on a share-for-share basis as reimbursement for the issuance of Miranda shares to ExpoGold pursuant to the Pavo Option.  During the fiscal year ended August 31, 2012, the Company issued 100,000 common shares to ExpoGold valued at $33,000 pursuant to the Pavo Real Option Agreement.  The Company, in turn, received 100,000 shares of Red Eagle pursuant to the Association Agreement.
 
 r)
Anori and Santander Properties, Colombia
 
 During fiscal 2011, the Company terminated each of the Anori and Santander properties as described in Note 9(o), and wrote off the acquisition costs of $157,969.
 
 10.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
 As at August 31, 2012


As at August 31, 2011


As at September 1, 2010Trade and other payables in Canada

$
72,803


$
50,337


$
58,485Trade and other payables in the USA


58,850



80,846



71,060Trade and other payables in Colombia


66,802



30,290



38,167Amounts payable to funding partners


-



-



6,000Amounts payable and accrued liabilities to related

parties


34,337



16,919



25,681Total

$
232,792


$
178,392


$
199,393
 
 23
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
  11.
SHARE CAPITAL
 
 a)
Authorized:An unlimited number of common shares without par value.
 
 b)
Share issuance:
 
 Fiscal 2012
 
 On November 30, 2011, the Company issued 40,000 common shares to ExpoGold valued at $13,200 pursuant to the Cajamarca Option agreement referenced in Note 9(p).
 
 On June 15, 2012, the company issued 100,000 common shares to ExpoGold valued at $33,000 pursuant to the Pavo Real Option Agreement referenced in Note 9(q).
 
 On February 7, 2012, the Company issued 85,000 common shares pursuant to the exercise of stock options.
 
 Fiscal 2011
 
 On November 3, 2010, the Company completed a non-brokered private placement of 1,000,000 units at a price of $0.50 per unit, for gross proceeds of $500,000.  Each unit consisted of one common share and one non-transferable share purchase warrant.  Each warrant is exercisable to purchase an additional common share at $0.75 per share until November 3, 2012.  The proceeds of the financing of $500,000 were allocated on a relative fair value basis as $343,007 to common shares and $156,993 as to warrants.  Cash share issue costs pursuant to this private placement were an additional $4,071.  The assumptions used in the Black-Scholes option pricing model for the relative fair value allocation were:  a risk free interest rate of 1.40%; an expected volatility of 89%; an expected life of two years; and an expected dividend of zero.
 
 On December 21, 2010, the Company issued 100,000 common shares to ExpoGold valued at $63,000 pursuant to the Pavo Option agreement referenced in Note 9(q).
 
 On February 17, 2011, the Company issued 50,000 common shares to ExpoGold valued at $33,000 pursuant to the execution of five option agreements (Note 9(o).
 
 On June 16, 2011, the Company issued 100,000 common shares to ExpoGold valued at $38,000 pursuant to the Pavo Option agreement referenced in Note 9(o).
 
 During the year ended August 31, 2011, the Company issued 320,000 common shares pursuant to the exercise of stock options.
 
 c)
Stock Options Outstanding:
 
 The Company has a shareholder-approved stock option plan that provides for the reservation for issuance of up to 10,491,890 options to acquire common shares to its directors, officers, employees and consultants.  The vesting terms of each stock option grant is determined by the Board of Directors at the time of the grant.
 
 24
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 11.
SHARE CAPITAL(continued)
 
 c)
Stock Options Outstanding(continued):
 
 The continuity for stock options for the year ended August 31, 2012, is as follows:
 
 Expiry date

Exercise price


Balance,

August 31, 2011


Granted


Exercised


Expired /

Cancelled /

Forfeited


Balance August 31, 2012March 28, 2012

$
0.70



135,000



-



-



(135,000
)


-January 31, 2013

$
0.70



1,170,000



-



-



(130,000
)


1,040,000February 25, 2014

$
0.35



1,957,000



-



(85,000
)


-



1,872,000September 26, 2015

$
0.56



1,745,000



-



-



(85,000
)


1,660,000December 1, 2015

$
0.69



50,000



-



-



-



50,000April 19, 2016

$
0.56



100,000



-



-



-



100,000October 21, 2016

$
0.40



-



1,865,000



-



-



1,865,0005,157,000



1,865,000



(85,000
)


(350,000
)


6,587,000Weighted average exercise price


$
0.52


$
0.40


$
0.35


$
0.67


$
0.48
 
 As at August 31, 2012, the weighted average remaining contractual life of the options outstanding was 2.5 years.
 
 As at August 31, 2012, 5,654,500 of the outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.49.  The intrinsic value of the vested stock options was $nil.  The intrinsic value of the vested stock options outstanding at August 31, 2012, is calculated on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the reporting date of August 31, 2012, being $0.30.
 
 The continuity for stock options for the year ended August 31, 2011, is as follows:
 
 Expiry date

Exercise price


Balance,

August 31, 2010


Granted


Exercised


Expired /

Cancelled /

Forfeited


Balance

August 31,

2011October 18, 2010

$
1.18



80,000



-



-



(80,000
)


-April 17, 2011

$
0.70



400,000



-



-



(400,000
)


-May 31, 2011

$
0.70



50,000



-



-



(50,000
)


-March 28, 2012

$
0.70



395,000



-



-



(260,000
)


135,000January 31, 2013

$
0.70



1,170,000



-



-



-



1,170,000February 25, 2014

$
0.35



2,202,000



-



(245,000
)


-



1,957,000September 26, 2015

$
0.56



-



1,895,000



(75,000
)


(75,000
)


1,745,000December 1, 2015

$
0.69



-



50,000



-



-



50,000April 19, 2016

$
0.56



-



100,000



-



-



100,0004,297,000



2,045,000



(320,000
)


(865,000
)


5,157,000Weighted average exercise price


$
0.53


$
0.56


$
0.40


$
0.73


$
0.52
 
 As at August 31, 2011, the weighted average remaining contractual life of the options outstanding was 2.8 years.
 
 25
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 11.
SHARE CAPITAL(continued)
 
 d)
Share-based compensation:
 
 The fair value of each option granted to employees, officers and directors was estimated on the date of grant using the Black-Scholes option pricing model.  Volatility was determined using daily closing share prices over a term equivalent to the expected life of the options.
 
 Fiscal 2012
 
 During the year ended August 31, 2012, the Company recorded $459,188 in share-based compensation expense for options vesting in the year as follows:
 
 a)
vesting portion of options granted October 20, 2011, $424,658
 b)
vesting portion of options granted April 19, 2011, $11,019
 c)
vesting portion of options granted December 1, 2010, $2,688
 d)
vesting portion of options granted September 26, 2010, $20,823
 
 The fair value of the 1,865,000 options granted on October 20, 2011, was determined using a risk free interest rate of 1.41%, an expected volatility ranging from 81.4% to 88.6%, an expected life of ranging from 3.32 to 4.87 years, and an expected dividend of zero for a total fair value of $456,148 or $0.245 per option.
 
 Fiscal 2011
 
 During the year ended August 31, 2011, the Company recorded $591,854 in share-based compensation expense for options vesting in the year as follows:
 
 a)
vesting portion of options granted April 19, 2011, $22,314
 b)
vesting portion of options granted December 1, 2010, $17,899
 c)
vesting portion of options granted September 26, 2010, $551,641
 
 The fair value of the 1,895,000 options granted on September 26, 2010, was determined using a risk free interest rate ranging from 1.42% to 1.84%, an expected volatility ranging from 86.3% to 95.4%, an expected life of ranging from 1.9 to 3.8 years, and an expected dividend of zero for a total fair value of $598,225 or $0.316 per option.
 
 The fair value of the 50,000 options granted December 1, 2010, was determined using a risk free interest rate of between 1.65% and 2.2%, an expected volatility of between 86.7 and 93.4%, an expected life of between 2.8 and 3.8 years, and an expected dividend of zero for a total fair value of $20,588 or $0.412 per option.
 
 The fair value of the 100,000 options granted April 19, 2011, was determined using a risk free interest rate of between 1.65% and 2.29%, an expected volatility of between 87.3% and 92.0%, an expected life of between 2.8 and 3.8 years, and an expected dividend of zero for a total fair value of $33,333 or $0.333 per option.
 
 26
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 11.
SHARE CAPITAL(continued)
 
 e)
Share Purchase Warrants:
 
 The continuity for share purchase warrants for the year ended August 31, 2012 is as follows:
 
 Expiry date

Exercise price


Balance,

August 31, 2011


Issued


Exercised


Expired


Balance August 31, 2012December 9, 2011

$
0.50



100,000



-



-



(100,000
)


-March 18, 2012

$
1.00



5,686,492



-



-



(5,686,492
)


-October 29, 2012

$
0.55



100,000



-



-



-



100,000November 3, 2012

$
0.75



1,000,000



-



-



-



1,000,000October 29, 2013

$
0.60



-



100,000



-



-



100,0006,886,492



100,000



-



(5,786,492
)


1,200,000Weighted average exercise price


$
0.95


$
0.60


$
-


$
0.99


$
0.72
 
 On October 29, 2011, pursuant to a mining lease agreement with Range Minerals Inc. (Note 9(e)), the Company issued the final tranche of 100,000 share purchase warrants with an exercise price of $0.60, expiring on October 29, 2013, with a fair value of $10,969.  The assumptions used in the Black-Scholes option pricing model for the fair value were:  a risk free interest rate of 1.14%; an expected volatility of 69%; an expected life of two years; and an expected dividend of zero.
 
 The continuity for share purchase warrants for the year ended August 31, 2011 is as follows:
 
 Expiry date

Exercise price


Balance,

August 31, 2010


Issued


Exercised


Expired


Balance August 31, 2011December 9, 2011

$
0.50



100,000



-



-



-



100,000March 18, 2012

$
1.00



5,686,492



-



-



-



5,686,492October 29, 2012

$
0.55



-



100,000



-



-



100,000November 3, 2012

$
0.75



-



1,000,000



-



-



1,000,0005,786,492



1,100,000



-



-



6,886,492Weighted average exercise price


$
0.99


$
0.73


$
-


$
-


$
0.95
 
 On October 29, 2010, pursuant to a mining lease agreement with Range Minerals Inc. (Note 9 (e)), the Company issued 100,000 share purchase warrants with an exercise price of $0.55, expiring on October 29, 2012, with a fair value of $39,592.  The assumptions used in the Black-Scholes option pricing model for the fair value were:  a risk free interest rate of 1.39%; an expected volatility of 89%; an expected life of two years; and an expected dividend of zero.
 
 27
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 12.
RELATED PARTY TRANSACTIONS
 
 a)
The Company’s related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows:
  Name
Nature of transactionsGolden Oak Corporate Services Limited
Consulting as CFO, corporate compliance services, and financial reporting
 
 The Company incurred the following fees and expenses in the normal course of operations in connection with individuals and companies owned by key management and directors.  Expenses have been measured at the exchange amount which is determined on a cost recovery basis.
 
 For the year ended

August 31, 2012


August 31, 2011Consulting fees

$
114,450


$
108,938Office and general expenses


5,111



6,094Total

$
119,561


$
115,032
 
 Advances to related parties are disclosed in Note 7 and amounts owing to related parties are disclosed in Note 10.
 
 A director and officer of the Company holds a 10% interest in Nevada North’s interest in the Coal Canyon and Red Hill property leases (Note 9(c) and 9(k)).
 
 The Company and Red Eagle are related parties in that they have directors in common, being Ken Cunningham and Ian Slater.
 
 b)
Compensation of key management personnel:
 
 The remuneration of directors and other members of key management personnel, including amounts disclosed in Note 12(a), during the years ended August 31, 2012, and 2011 were as follows:
 
 For the year ended

August 31, 2012


August 31, 2011Consulting fees

$
114,450


$
108,938Salaries


351,760



368,073Directors fees


30,319



32,129Share-based compensation


314,401



410,869Total

$
810,930


$
920,009
 
 13.
SEGMENTED DISCLOSURE
 
 The Company operates only in the mineral exploration sector within two geographic segments: Nevada and Alaska projects in the United States; and Colombian projects in Colombia.
 
 Notes 8 and 9 provide disclosure as to the geographic location of property, plant and equipment; the exploration and evaluation assets; and geographical exploration expenditures.
 
 28
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
 
 Categories of Financial Assets and Financial Liabilities
 
 Financial instruments are classified into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:
 
 Financial Instrument
Category

August 31,

2012


August 31,

2011


September 1,

2010Cash
FVTPL

$
4,955,344


$
7,636,663


$
10,298,439Amounts receivable
Loans and receivables


160,530



477,751



103,324Marketable securities
Available-for-sale


286,500



378,300



139,500Advances
FVTPL


23,150



24,530



70,806Accounts payable andaccrued liabilities
Other liabilities


(232,792
)


(178,392
)


(199,393
)
 
 The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
 
 Level 1 -
Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
 
 Level 2 -
Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
 
 Level 3 -
Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
 
 The recorded amounts for amounts receivable, advances, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. Cash and marketable securities are recorded at fair value and is calculated under the fair value hierarchy and measured using Level 1, Level 2, or Level 3 inputs, as appropriate.
 
 Fair value of cash and marketable securities
 
 Financial Instrument

Quoted prices in active markets for identical assets


Significant other observable inputs


Significant unobservable inputs


Total as at

August 31,

2012Level 1


Level 2


Level 3Cash

$
4,955,344


$
-


$
-


$
4,955,344Available-for-salesecurities


238,500



48,000



-



286,500$
5,193,844


$
48,000


$
-


$
5,241,844
  29
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
 
 Fair value of cash and marketable securities(continued)
 
 Financial Instrument

Quoted prices in active markets for identical assets


Significant other observable inputs


Significant unobservable inputs


Total as at

August 31,

2011Level 1


Level 2


Level 3Cash

$
7,636,663


$
-


$
-


$
7,636,663Available-for-salesecurities


93,000



285,300



-



378,300$
7,729,663


$
285,300


$
-


$
8,014,963
 
 Financial Instrument

Quoted prices in active markets for identical assets


Significant other observable inputs


Significant unobservable inputs


Total as at

September 1,

2010Level 1


Level 2


Level 3Cash

$
10,298,439


$
-


$
-


$
10,298,439Available-for-salesecurities


59,500



-



80,000



139,500$
10,357,939


$
-


$
80,000


$
10,437,939
 
 During the year ended August 31, 2012:
 
 a)
300,000 of the common shares of Red Eagle were re-classified from Level 2 to Level 1 as the “hold period” had lapsed; and 170,000 common shares of Red Eagle were received and 120,000 of these were recorded as Level 2, while 50,000 were initially recorded as Level 2, but re-classified as Level 1 as the “hold period” had lapsed; and
  b)
40,000 of the common shares of NuLegacy were re-classified from Level 2 to Level 1 as the “hold period” had lapsed.
  
 During the year ended August 31, 2011:
 
 a)
100,000 of the common shares of Red Eagle were re-classified from Level 3 to Level 2 as the shares began trading on the TSX-V (with a hold period); and 200,000 common shares of Red Eagle were received and recorded as Level 2 as the shares began trading on the TSX-V (with a hold period); and
  b)
200,000 of the common shares of NuLegacy were re-classified from Level 3 to Level 2 as the shares began trading on the TSX-V; and 50,000 common shares of NuLegacy were received, 40,000 of which were recorded as Level 2 as trading on the TSX-V (with a hold period), and the other 10,000 were recorded as Level 1; and
  c)
300,000 common shares of Teslin River were re-classified from Level 3 to Level 1 as the shares began trading on the TSX-V.
  30
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
  14.
FINANCIAL INSTRUMENTS ANDRISK MANAGEMENT(continued)
 
 Risk management
 
 The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:
 
 Credit Risk
 
 Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.  The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from the government.  The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs.
 
 Liquidity Risk
 
 Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations.  All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next sixty days.
 
 Market Risk
 
 Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.
 
 (a)
Interest Rate Risk:  The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest.  The interest rate risks on cash and short-term investments and on the Company’s obligations are not considered significant.
 
 (b)
Foreign Currency Risk:  The Company has identified its functional currencies as the Canadian dollar and the US dollar.  Transactions are transacted in Canadian dollars, US dollars, and Colombian Pesos (“COP”).  The Company maintains US dollar bank accounts in the USA and maintains COP bank accounts in Colombia to support the cash needs of its foreign operations.  Management believes the foreign exchange risk related to currency conversions are minimal and therefore, does not hedge its foreign exchange risk.  At August 31, 2012, one Canadian dollar was equal to 0.9857 US dollars and 1,852 Colombian Pesos.
 
 Balances are as follows:
  US dollars


Colombian Pesos


Canadian dollar equivalentCash


67,538



53,376,646



95,395Amounts receivable


126,656



1,792,200



125,813Advances and prepaid expenses


7,216



54,185,435



36,373,435201,410



109,354,281



257,581Accounts payable and accrued liabilities


(73,625
)


(123,708,475
)


(139,375
)Net monetary assets (liabilities)


127,785



(14,354,194
)


118,206
 Based upon the above net exposures and assuming that all other variables remain constant, a 10% increase or decrease in the Canadian dollar against the US dollar and the Colombian Peso would result in a decrease or increase in the reported loss of approximately $11,800 in the year.
  31
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 14.
FINANCIAL INSTRUMENTS ANDRISK MANAGEMENT(continued)
 
 Risk management(continued)
 
 (c)
Commodity Price Risk:  While the value of the Company’s exploration and evaluation assets is related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect to its operational activities.
 
 Historically, the price of gold has fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.
 
 15.
MANAGEMENT OF CAPITAL
 
 The Company manages its common shares, stock options and warrants as capital (see Note 11). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable level of risk.  The Company is not subject to any externally imposed capital requirements.
 
 The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets, or adjust the amount of cash.
 
 In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors including successful capital deployment and general industry conditions.
 
 In order to maximize ongoing exploration expenditures, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury on deposit in interest bearing Canadian chartered bank account and short-term guaranteed investment certificates.
 
 The Company expects its current capital resources will be sufficient to carry out its exploration plans and operations through the next twelve months and longer.
 
 16.
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
 
 August 31,

2012


August 31,

2011Non-cash investing and financing activities:Fair value of warrants issued for exploration andevaluation assets

$
10,969


$
39,592Fair value of shares issued for exploration andevaluation assets


46,200



134,000Fair value of shares received for exploration andevaluation assets


76,920



134,959Fair value of options exercised


13,095



62,716Option recoveries in amounts receivable


-



152,854Interest received


94,471



83,964
 
 32
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 17.
INCOME TAXES
 
 A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
 
 2012


2011Loss before income taxes

$
(3,623,914
)

$
(3,712,126
)Expected income tax (recovery)

$
(924,000
)

$
(1,008,000
)Change in statutory, foreign tax, foreign exchangerates, and other


(157,000
)


(234,000
)Permanent differences


116,000



246,000Share issue costs


-



(1,000
)Change in unrecognized deductable temporary differences


979,123



982,877Deferred income tax expense (recovery)

$
14,123


$
(14,123
)
 
 The Canadian income tax rate declined during the year due to changes in the law that reduced corporate income tax rates in Canada.
 
 The significant components of the Company’s recognized deferred tax assets and liabilities are as follows:
 
 2012


2011Deferred tax assets (liabilities)Property and equipment

$
(12,000
)

$
(23,000
)Marketable securities


-



(14,123
)Non-capital losses


12,000



36,877Net deferred tax assets (liabilities)

$
-


$
-
 
 The significant components of the Company’s unrecognized deductable temporary differences and tax losses are as follows:
 
 2012


Expiry Date Range


2011Temporary differencesExploration and evaluation assets

$
5,313,000


No expiry date


$
4,135,000Property and equipment


37,000


No expiry date



41,000Share issue costs


77,000



2033-2036



127,000Marketable securities


65,000


No expiry date



-Allowable capital losses


467,000


No expiry date



467,000Non-capital losses available for future period


12,219,000



2014-2032



10,164,000Canada


4,580,000



2014-2032



4,310,000USA


7,240,000



2020-2032



5,860,000
 
 Tax attributes are subject to review, and potential adjustments by tax authorities.
 
 33
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 18.
SUBSEQUENT EVENTS
 
 Subsequent to August 31, 2012, the Company:
 
 a)
reports that 1,100,000 warrants expired, unexercised;
  b)
reports that 185,000 options were cancelled due to staff resignations; and
  c)
granted stock options to directors, officers, employees and consultants on 1,575,000 shares of the Company’s capital stock, exercisable for up to five years at a price of $0.305 per share.  The options granted will vest 50% immediately, and 50% in twelve months from the date of grant.
  19.
FIRST TIME ADOPTION OF IFRS
 
 a)
Transition to IFRS
 
 The Company’s first annual financial statements prepared under IFRS are for the year ended August 31, 2012, and it is necessary for the Company to present comparative statements restated to IFRS for the year ended August 31, 2011.  Accordingly, the transition date of the Company is September 1, 2010 (the “Transition Date”), and it requires the restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011.  Prior to the adoption of IFRS the Company prepared its financial statements in accordance with Canadian GAAP.
 
 The accounting policies in Note 3 have been applied in preparing the consolidated financial statements for the year ended August 31, 2012, the financial statements for the year ended August 31, 2011, and the statement of financial position on the Transition Date of September 1, 2010.
 
 In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in the consolidated financial statements prepared in accordance with previous Canadian GAAP.  An explanation of how the transition from previous Canadian GAAP to IFRS has affected the Company’s financial position, financial performance, and cash flows is set out below.
 
 b)
Initial elections upon adoption
 
 IFRS 1, First-time Adoption of International Financial Reporting Standards provides guidance for the initial adoption of IFRS. IFRS 1 requires retrospective application of the standards in the transition statement of financial position, with all adjustments to assets and liabilities taken to deficit unless certain mandatory and optional exemptions are applied.
 
 The Company has applied the following exemptions to its opening statement of financial position:
 
 IFRS Exemption Options
 
 i.
Cumulative foreign currency translation differences
 As permitted by the IFRS 1 election for cumulative foreign currency translation differences, an entity may elect to recognise all translation adjustments arising on the translation of the financial statements of foreign entities in accumulated profits or losses at the opening IFRS balance sheet date (that is, reset the translation reserve included in equity under previous GAAP to zero).  If the entity elects this exemption, the gain or loss on subsequent disposal of the foreign entity will be adjusted only by those accumulated translation adjustments arising after the opening IFRS statement of financial position.   The Company has availed itself of this exemption and has deemed cumulative foreign currency translation differences for foreign operations to be zero at the Transition Date.
 
 34
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 b)
Initial elections upon adoption(continued)
 
 ii.
Share-based payments
 IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2, Share-based Payment to equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the latter of the date of transition to IFRS and January 1, 2005.  The Company has elected not to apply IFRS 2 to awards that vested prior to the Transition Date, which had been accounted for in accordance with Canadian GAAP.  As there were no unvested awards as at the Transition Date, there was no financial adjustment necessary.  In addition, under IFRS 2, the definition of an employee is broader, allowing the Company to group employees and others providing similar services together.  Under this broader definition, the Company has included its consultants and employees in one group.
 
 iii.
Business combinations
 IFRS 1 includes Appendix C explaining how a first-time adopter should account for business combinations that occurred prior to transition to IFRS.  An entity may keep the original previous GAAP accounting, that is, not restate:
 ·
previous mergers or goodwill written-off from reserves;
 ·
the carrying amounts of assets and liabilities recognised at the date of acquisition or merger; or
 ·
how goodwill was initially determined (do not adjust the purchase price allocation on acquisition).
  However, should it wish to do so, an entity can elect to restate all business combinations starting from a date it selects prior to the opening balance sheet date.  In all cases, the entity must make an initial IAS 36 impairment test of any remaining goodwill in the opening IFRS balance sheet, after reclassifying, as appropriate, previous GAAP intangibles to goodwill.  The exemption for business combinations also applies to acquisitions of investments in associates and of interests in joint ventures.
 
 The Company has determined that this exemption does not apply, as there have been no previous mergers, and has had no previous goodwill written-off.
 
 IFRS mandatory exception
 
 IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guidelines to its opening statement of financial position at the Transition Date:
 
 i.
Estimates
 Hindsight is not used to create or revise estimates.  In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under the previous GAAP applied, unless there is objective evidence that those estimates were in error.  The Company’s IFRS estimates as of September 1, 2010 are consistent with its Canadian GAAP estimates for the same date.
 
 c)
Reconciliation between Canadian GAAP and IFRS
 
 IFRS employs a conceptual framework that is similar to Canadian GAAP; however, significant differences exist in certain areas of recognition, measurement and disclosure.  While the adoption of IFRS has not changed the actual cash flows of the Company, the adoption has resulted in changes to the Company’s reported financial position and results of operations.  In order to allow financial statement users to better understand these changes, the Company’s Canadian GAAP opening statement of financial position at Transition Date and August 31, 2011, and statements of comprehensive loss and cash flows for the year ended August 31, 2011, have been reconciled to IFRS and presented below, along with explanations of resulting differences.
 
 35
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 d)
Reconciliation between Canadian GAAP and IFRS as at September 1, 2010
 
 The Company’s Canadian GAAP consolidated statement of financial position as at the Transition Date has been reconciled to IFRS as follows:
 
 as at September 1, 2010

Previous


IFRS


IFRS


IFRS


IFRSCanadian


Adjustment


Adjustment


AdjustmentGAAP


Note 19(f)(i)


Note 19(f)(ii)


Note 19(f)(iii)ASSETSCurrentCash

$
10,298,439


$
-


$
-


$
-


$
10,298,439Amounts receivable


103,324



-



-



-



103,324Marketable securities


139,500



-



-



-



139,500Advances and prepaid expenses


123,919



-



-



-



123,91910,665,182



-



-



-



10,665,182Property, plant and equipment


148,851



(3,441
)


-



-



145,410Exploration and evaluation assets


554,671



(13,440
)


-



-



541,231$
11,368,704


$
(16,881
)

$
-


$
-


$
11,351,823LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities

$
199,393


$
-


$
-


$
-


$
199,393Shareholders' equityShare capital


25,839,086



-



-



-



25,839,086Share-based reserve


6,395,623



-



-



(1,164,511
)


5,231,112Warrant reserve


809,028



-



-



1,164,511



1,973,539Foreign exchange reserve


-



-



-



-



-Accumulated other comprehensive income (loss)


34,500



-



-



-



34,500Deficit


(21,908,926
)


(16,881
)


-



-



(21,925,807
)11,169,311



(16,881
)


-



-



11,152,430$
11,368,704


$
(16,881
)

$
-


$
-


$
11,351,823
  36
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 e)
Reconciliation between Canadian GAAP and IFRS as at August 31, 2011
 
 The Company’s Canadian GAAP consolidated statement of financial position as at August 31, 2011, has been reconciled to IFRS as follows:
 
 as at August 31, 2011

Previous


IFRS


IFRS


IFRS


IFRSCanadian


Adjustment


Adjustment


AdjustmentGAAP


Note 19(f)(i)


Note 19(f)(ii)


Note 19(f)(iii)ASSETSCurrentCash

$
7,636,663


$
-


$
-


$
-


$
7,636,663Amounts receivable


477,751



-



-



-



477,751Marketable securities


378,300



-



-



-



378,300Advances and prepaid expenses


101,002



-



-



-



101,0028,593,716



-



-



-



8,593,716Property, plant and equipment


207,955



(6,878
)


-



-



201,077Exploration and evaluation assets


304,030



(26,617
)


-



-



277,413$
9,105,701


$
(33,495
)

$
-


$
-


$
9,072,206LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities

$
178,392


$
-


$
-


$
-


$
178,392Shareholders' equityShare capital


26,502,488



-



-



-



26,502,488Share-based reserve


6,889,610



-



35,151



(1,164,511
)


5,760,250Warrant reserve


1,005,613



-



-



1,164,511



2,170,124Foreign exchange reserve


-



(14,102
)


-



-



(14,102
)Accumulated other comprehensive income (loss)


98,864



-



-



-



98,864Deficit


(25,569,266
)


(19,393
)


(35,151
)


-



(25,623,810
)8,927,309



(33,495
)


-



-



8,893,814$
9,105,701


$
(33,495
)

$
-


$
-


$
9,072,206
 
 37
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 e)
Reconciliation between Canadian GAAP and IFRS as at August 31, 2011(continued)
 
 The Company’s Canadian GAAP consolidated statement of loss and comprehensive loss for the year ended August 31, 2011, has been reconciled to IFRS as follows:
 
 for the year ended August 31, 2011

Previous


IFRS


IFRS


IFRSCanadian


Adjustment


AdjustmentGAAP


Note 19(f)(i)


Note 19(f)(ii)ExpensesConsulting

$
124,321


$
-


$
-


$
124,321Depreciation


79,599



(6,831
)


-



72,768Directors fees


32,129



-



-



32,129Exploration and evaluation expenditures


1,350,487



-



-



1,350,487Exploration and evaluation recoveries


(40,914
)


-



-



(40,914
)Foreign exchange


44,265



9,343



-



53,608Insurance


41,575



-



-



41,575Investor relations


204,499



-



-



204,499Management fees earned


(3,123
)


-



-



(3,123
)Office rent, telephone, secretarial, sundry


190,850



-



-



190,850Professional fees


80,398



-



-



80,398Share-based compensation


556,703



-



35,151



591,854Travel and business promotion


123,044



-



-



123,044Transfer agent, filing and regulatory fees


56,400



-



-



56,400Wages and benefits


733,037



-



-



733,037(3,573,270
)


(2,512
)


(35,151
)


(3,610,933
)Interest earned


105,736



-



-



105,736Write-off of exploration and evaluation assets


(206,929
)


-



-



(206,929
)(101,193
)


-



-



(101,193
)Loss before income taxes


(3,674,463
)


(2,512
)


(35,151
)


(3,712,126
)Deferred income tax recovery


14,123



-



-



14,123Loss for the year


(3,660,340
)


(2,512
)


(35,151
)


(3,698,003
)Other comprehensive lossForeign currency translation differences for

foreign operations


-



(14,102
)


-



(14,102
)Unrealized gain on marketable securities,

net of tax


64,364



-



-



64,364Total comprehensive loss for the year

$
(3,595,976
)

$
(16,614
)

$
(35,151
)

$
(3,647,741
)
 
 38
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 e)
Reconciliation between Canadian GAAP and IFRS as at August 31, 2011(continued)
 
 The Company’s Canadian GAAP consolidated statement of cash flows for the year ended August 31, 2011, has been reconciled to IFRS as follows:
 
 for the year ended August 31, 2011

Previous


IFRS


IFRSCanadian


Adjustment


Adjustment


IFRSGAAP


Note 19(f)(i)


Note 19(f)(ii)Cash provided from (used for):Operating activitiesLoss for the year

$
(3,660,340
)

$
(2,512
)

$
(35,151
)

$
(3,698,003
)Depreciation


79,599



(6,831
)


-



72,768Deferred income tax recovery


(14,123
)


-



-



(14,123
)Unrealized foreign exchange loss


3,980



12,836



-



16,816Write-off of exploration and evaluation assets


206,929



-



-



206,929Shares received as exploration and evaluation

asset recoveries


(29,334
)


-



-



(29,334
)Share-based compensation


556,703



-



35,151



591,854(2,856,586
)


3,493



-



(2,853,093
)Change in non-cash working capital items:Amounts receivable


(221,573
)


-



-



(221,573
)Advances and prepaid expenses


22,917



-



-



22,917Accounts payable and accrued liabilities


(21,001
)


-



-



(21,001
)(3,076,243
)


3,493



-



(3,072,750
)Investing activitiesEquipment purchases


(138,703
)


-



-



(138,703
)Exploration and evaluation asset recoveries


12,764



-



-



12,764Exploration and evaluation asset acquisitions


(83,273
)


-



-



(83,273
)(209,212
)


-



-



(209,212
)Financing activitiesShares issued


627,750



-



-



627,750Share issue costs


(4,071
)


-



-



(4,071
)623,679



-



-



623,679Net foreign exchange differences


-



(3,493
)


-



(3,493
)Change in cash for the year


(2,661,776
)


-



-



(2,661,776
)Cash, beginning of the year


10,298,439



-



-



10,298,439Cash, end of the year

$
7,636,663


$
-


$
-


$
7,636,663
 
 39
 Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2012, and 2011

(Stated in Canadian dollars)
 19.
FIRST TIME ADOPTION OF IFRS(continued)
 
 f)
Explanatory notes to the IFRS reconciliations above:
 
 (i)
Functional currency
 
 Under Canadian GAAP, an entity is not explicitly required to assess the unit of measure (functional currency) in which it measures its own assets, liabilities, revenues and expenses.  Under Canadian GAAP, an entity applies criteria to determine only whether a foreign subsidiary’s operation is integrated or self-sustaining, in which case the temporal or current methods of translation respectively, are then applied to the subsidiary’s financial statement balances and results of operations.  Under Canadian GAAP, the Company prepared its financial statements in Canadian dollars and its US subsidiary and Colombian branch operations were determined to be integrated foreign operations.
 
 Under IFRS, specifically, IAS 21, the functional currency of the reporting entity and each of its foreign operations must be assessed independently giving consideration to the primary economic environment in which each entity operates.  IFRS provides guidance in respect of factors to be considered in determining an entity’s functional currency that are similar to those noted in Canadian GAAP, however, unlike Canadian GAAP, IFRS distinguishes between primary and secondary factors in making such an assessment.  Based on the assessment under IFRS, management has determined that the functional currencies of Miranda Gold Corp. is the Canadian dollar; its Canadian subsidiaries and their respective Colombian branch operations is the Canadian dollar, and its US subsidiary is the US dollar.
 
 Accordingly, the change in functional currency has been reflected in reporting the Company’s financial position in the Company’s Canadian dollar presentation currency.
 
 (ii)
Share-based payments
 
 Under Canadian GAAP, the fair value of stock-based awards with graded vesting are calculated as one grant and the resulting fair value is recognized on a graded or straight-line basis over the vesting period.  Forfeitures of awards are recognized as they occur.
 
 Under IFRS, specifically IFRS 2, each tranche of an award with different vesting dates is considered a separate grant for the calculation of fair value, and the resulting fair value is amortized over the estimated lives of the respective tranches.  Forfeiture estimates are recognized in the period that the fair value is calculated, and are revised for actual forfeitures in subsequent periods.
 
 (iii)
Financial instruments - presentation
 
 Under Canadian GAAP, an entity was permitted to attribute a relative fair value to the included warrant pursuant to a unit offering.  The relative fair value of the warrant was determined using the Black-Scholes option pricing model.  On expiry, the fair value of the warrant was transferred to contributed surplus.
 
 Under IFRS, specifically IAS 32, an entity may calculate the underlying value of the warrant in a unit offering, based on specific criteria.  In Miranda’s case, it was determined that the fair value of the included warrant pursuant to a unit offering under IFRS would continue to be measured using the relative fair value method, however, upon expiry, the fair value of the warrants will remain in the warrant reserve and not be transferred to either share capital or share-based reserve.
 
 When compensatory warrants are issued pursuant to an agreement, for example, the fair value continues to be calculated using the Black-Scholes option pricing model.  The previous methodology for calculating these fair values under Canadian GAAP is in compliance with IFRS, and no further adjustments were necessary.
  40